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Terms and Conditions for the Supply of Services

AGREED TERMS

1. About us

1.1 Company details. Creation Rights Ltd (company number 16941560) (we and us) is a company registered in England and Wales and our registered office is at Lloyds Building, 1 Lime Street, Fourth Floor, London, England, EC3M 7HA, United Kingdom. We operate the website www.creationrights.com.

1.2 Contacting us. To contact us, email us at team@creationrights.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These terms apply to the order by you and supply of services, platform access, subscriptions, transaction-support tools, licence workflows, metadata tools, role-based workflows, and related services by us to you. They apply to the exclusion of any other terms you seek to impose unless expressly agreed in writing by us. If these are B2B terms, you confirm that you are acting wholly or mainly for business purposes.

2.2 Entire agreement. The Contract together with the Terms of Service, Privacy Policy, Cookie Policy, Acceptable Use Policy, and Disclaimers is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms. Each order, subscription, campaign, service request, workspace activation, licence transaction, or deal workflow request is an offer. Our acceptance occurs when we issue an order confirmation, activate the relevant service, or countersign the applicable order form. We may reject an order where required for legal, risk, sanctions, rights, payment, tax, operational, or compliance reasons.

3.2 Creative rights transaction. A creative rights transaction may require a deal order form, role terms, asset/content licence schedule, NILP/identity rights schedule, performer rights schedule, AI/synthetic media addendum, payout schedule, refund/reversal/kill-fee schedule, tax/VAT schedule, metadata schedule, biometric schedule, cross-sector asset schedule, or other addendum. The order form controls deal-specific business terms, subject to the order-of-precedence clause.

3.3 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.4 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.5 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.6 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you.

4. Our services

4.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. We may provide website services, SLA access, workspaces, storage, asset-management tools, rights-recording tools, metadata generation, clause-code mapping, consent workflows, approval workflows, transaction templates, role terms, order forms, licence schedules, payout-instruction tools, audit logs, API access, AI-assisted tools, and other services described on the website or in an order form. We will provide services with reasonable care and skill. The Services comprise inside the platform being CR Studio (workflow management); CR Agents (AI-powered governance — users are communicating with automated systems); CR Base (provenance/metadata); CR Talent (NILP®/identity clearance); Transaction Processing (templates, clickwrap, Stripe, payout gates); and Risk Score assessment. Descriptions on our site are for general guidance only.

4.2 Compliance with specification. Subject to our right to amend the specification (see clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

4.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

4.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

4.6 Risk Scores and Transaction Clearance are automated assessments, not guarantees. See the Disclaimers.

5. Your obligations

5.1 It is your responsibility to ensure that:

  1. You must provide complete, accurate, current, and lawful information and materials; cooperate with us; maintain account security; obtain and maintain all required rights, licences, consents, releases, waivers, performer permissions, moral rights waivers, privacy notices, biometric consents, tax documentation, advertising disclosures, union/guild permissions, and third-party clearances; comply with applicable laws and policies; and ensure that your users, collaborators, agents, representatives, contractors, and invitees do the same;
  2. the terms of your order are complete and accurate;
  3. you cooperate with us in all matters relating to the Services;
  4. you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
  5. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  6. you prepare your premises for the supply of the Services;
  7. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  8. you comply with all applicable laws, including health and safety laws;
  9. you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):

  1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
  2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6. Charges

6.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.

6.2 The Charges are the prices quoted on our site at the time you submit your order. Charges are stated at checkout, in an order form, or in an applicable pricing schedule. Unless stated otherwise, charges are exclusive of VAT and other taxes. You are responsible for taxes, withholding, bank charges, FX costs, processor charges, third-party fees, and other charges described in the applicable order. If a price is misstated, we may correct the error and cancel or adjust the order as permitted by law.

6.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

6.4 We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.7 for what happens if we discover an error in the price of the Services you ordered.

6.5 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Average Weekly Earnings Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Average Weekly Earnings Index.

6.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.7 It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount.

7. How to pay

7.1 Payment may be made through card, bank transfer, direct debit, invoice, payment processor, connected account, or other method we support. Third-party payment processors may handle payments, onboarding, KYC/KYB, chargebacks, refunds, reversals, reserves, and payouts. Creation Rights is not a bank, escrow agent, payment institution, money transmitter, stored-value provider, trustee, custodian, or fiduciary. You must maintain a valid payment method.

7.2 Payment will be automated through the website. For any failed or cancelled payments, a £20 administration fee will be levied.

7.3If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 12 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.4 We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.5 Payouts are not automatic and are not guaranteed by account creation, asset upload, invoice creation, deal creation, campaign approval, payment initiation, metadata status, or any platform label. Payouts may be delayed, reduced, reserved, reversed, offset, or withheld until applicable gates are satisfied, including payment success, rights and NILP consent, deliverable approval, tax documentation, sanctions and risk checks, fraud review, dispute holds, reserve requirements, processor rules, and applicable law.

7.6 Refunds, reversals, chargebacks, reserves, future offsets, clawbacks, overpayment corrections, kill fees, cancellation fees, and usage renewal consequences are governed by the applicable order form, payout schedule, refund/reversal schedule, processor terms, and applicable law.

8. Intellectual property rights

8.1 All IP rights in or arising from the Services (other than IP in materials you provide) are owned by us, protected by the CDPA 1988. We and our licensors retain ownership of the platform, templates, workflows, software, metadata registry, clause-code registry, product logic, and documentation.

8.2 You retain ownership of your materials and creative assets, subject to rights granted in applicable transaction documents. You grant us the limited operational licence needed to host, process, classify, secure, display, transmit, audit, and provide the services to you. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be held by us as a custodian.

8.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

9. How we may use your personal information

9.1 The services may generate metadata codes, clause references, consent flags, usage rules, expiry dates, renewal triggers, payout gates, evidence hashes, audit logs, and decision records. These records support workflow and audit functions but do not replace professional review or guarantee legal clearance.

9.2 We will use any personal information you provide to us to:

  1. provide the Services;
  2. process your payment for the Services; and
  3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

9.3 We will process your personal information in accordance with our https://creationrights.com/privacy-policy-uk, the terms of which are incorporated into this Contract.

10. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £100.00 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.3 Subject to clause 10.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. any indirect or consequential loss.

10.4 Subject to clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1,000.00 of the total Charges paid under the Contract.

10.5 We have given commitments as to compliance of the Services with the relevant specification in clause 4.2. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.7 Nothing in these Terms limits or affects the exclusions and limitations set out in our Terms of Service and https://creationrights.com/terms-and-conditions-uk.

10.8 This clause 10 will survive termination of the Contract.

11. Confidentiality

11.1We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.

11.2We each may disclose the other's confidential information:

  1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

12. Termination, consequences of termination and survival

12.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract on the due date for payment;
  3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

12.2 Consequences of termination

On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

Termination of the Contract will not affect our rights and remedies that have accrued as at termination.

12.3 Survival

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13. Events outside our control

13.1 We are not responsible for failure or delay caused by events outside our reasonable control, including network failures, cloud outages, payment processor outages, cyber incidents, force majeure events, strikes, pandemics, regulatory changes, government actions, war, terrorism, or failure of third-party services, provided we take reasonable steps to mitigate where required.

13.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

13.4 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

14. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

15. Communications between us

15.1When we refer to "in writing" in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

  1. if delivered personally, on signature of a delivery receipt;
  2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  3. if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. General

Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity.

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Variation

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

Waiver

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third party rights

The Contract is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction

The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.