Preamble

THE AGENT (Claimvu Ltd, a Private Limited Company incorporated under English law, registered with Companies House under number 17171744, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX) operates an international technology platform dedicated to the activation and monetisation of audiovisual copyright on social platforms covered by agreements with collective management organisations, notably YouTube and Meta (Facebook and Instagram), under the framework agreements in force with the Société des Auteurs et Compositeurs Dramatiques (SACD), the Société Civile des Auteurs Multimédia (SCAM), and equivalent organisations in other countries.
THE CREATOR is the author of audiovisual works distributed on social platforms and wishes to entrust THE AGENT with the responsibility of carrying out, on their behalf and for their account, the detection, qualification, declaration, defence and collection of the rights to which they are entitled from SACD and, where applicable, from other collective management organisations to which they belong.
The Parties guarantee in any event, by these presents, that no restriction, prior commitment or obligation exists that would prevent the signing or proper performance of this contract.

Overall contractual architecture

The Parties acknowledge and accept that this contract forms part of an overall contractual architecture intended to enable the effective management of THE CREATOR’s rights with all the Collective Management Organisations to which they belong. To this end, THE CREATOR undertakes to sign, at the request of THE AGENT and as needs are identified by the latter:

• a specific mandate for each Collective Management Organisation concerned (SACD, SCAM, SACEM, ADAGP, SCPP, SPEDIDAM, as well as their foreign equivalents such as GEMA, SIAE, SGAE, SUISA, ASCAP, BMI, SESAC, SOCAN, JASRAC), in compliance with the statutes and internal procedures of each organisation;
• the powers of attorney, membership declarations and ancillary documents required by each Collective Management Organisation to enable THE AGENT to act in the name and on behalf of THE CREATOR;
• where applicable, a separate Advance Note if THE CREATOR wishes to activate Service 4, under the conditions of Annex 1.

All these documents constitute, together with these General Terms and the Particular Conditions, an indivisible contractual whole. The lapse, nullity or termination of this framework contract automatically entails that of all specific mandates signed in application thereof, subject to the survival clauses expressly provided (notably Articles 8.3, 10 bis, 13, 14.4 and Annex 1).

Legal nature of the mandate

The Parties expressly acknowledge and accept that this contract constitutes a technological commercial mandate with the exclusive purpose of detecting, qualifying, declaring, collecting and remitting audiovisual copyright payments owed to THE CREATOR by collective management organisations (SACD, SCAM and their French and foreign equivalents) for the exploitation of their works on the Platforms. THE AGENT acts as a provider of technical and administrative rights management services, and not as an intermediary in THE CREATOR’s professional career.
It is consequently stipulated and accepted by the Parties that this contract does not in any case constitute, and cannot be reclassified as:

• an artistic agent mandate within the meaning of Articles L. 7121-9 et seq. of the French Labour Code;
• a mandate granted to a collective management organisation within the meaning of Articles L. 321-1 et seq. of the French Intellectual Property Code;
• a management, production, publishing, distribution, advertising, brand commercial representation or commercial partnership intermediation contract;
• a consumer credit contract, loan agreement, banking service or payment service;
• a sales mandate, brokerage contract or insurance intermediation contract.

Consequently, the legal, regulatory and professional provisions specific to each of these categories do not apply to this contract, which falls under the ordinary commercial mandate governed by the applicable law designated in Article 21.

Articulation with collective management organisations

The Parties expressly acknowledge and accept the following principles, which govern the economy of this contract:

• the competent Collective Management Organisation (SACD, SCAM or approved foreign equivalent) is, under Articles L. 321-1 et seq. of the French Intellectual Property Code and equivalent national texts, the sole entity authorised to exercise the collective management of the copyright it administers;
• it is also the sole counterparty to the Platforms under the framework remuneration agreements in force, and the sole entity authorised to collect from them the royalties owed for the exploitation of works;
• THE AGENT does not engage in any collective rights management activity, does not negotiate any framework agreements with the Platforms, does not collect any royalties directly from them, does not set any tariffs, and cannot under any circumstances replace the Collective Management Organisation;
• THE AGENT acts exclusively as the individual technical agent of THE CREATOR, upstream to facilitate the latter’s administrative action with the Collective Management Organisation, and downstream to receive, as collecting agent, the individual payments that the Collective Management Organisation allocates to THE CREATOR;
• the mandate granted to THE AGENT is therefore an individual, technical mandate ancillary to the collective management exercised by the Collective Management Organisation.

Article 1 — Definitions

In this contract, the following terms, when used with an initial capital letter, shall have the following meaning:

• “Advance”: the upfront payment made by THE AGENT to THE CREATOR under Service 4, as detailed in Annex 1.
• “Data Research Fees”: the technical flat fee deducted from Gross Payments to cover the technological costs associated with web scanning, audio/visual fingerprinting, and rights detection.
• “Declaration Form”: any form, declaration or copyright filing submitted to a Collective Management Organisation on behalf of THE CREATOR, notably SACD, SCAM or equivalent declarations.
• “Dedicated Client Account”: the separate bank account, distinct from THE AGENT’s operating funds, on which the funds collected by THE AGENT on behalf of THE CREATOR are received.
• “Original Creative Content”: an original audiovisual work, within the meaning of the applicable national copyright provisions — notably Articles L. 112-1 et seq. of the French Intellectual Property Code, the German Urheberrechtsgesetz (UrhG), the equivalent legislation of other States, as well as applicable international conventions (Berne Convention, WIPO Copyright Treaty) — created by THE CREATOR or to which they have contributed substantially, bearing the imprint of the author’s personality, and recognised as such by the competent Collective Management Organisation in the exercise of its sovereign judgment, regardless of the country in which that organisation operates. The qualification of content as Original Creative Content by the competent Collective Management Organisation constitutes the exclusive triggering event for any individual payment to THE CREATOR and, consequently, for any remuneration of THE AGENT under this contract. Notably not considered as Original Creative Content are content that is exclusively promotional or advertising, rebroadcasts without creative input, compilations without original editorial work, content generated entirely by an artificial intelligence system without substantial human intervention, as well as any content excluded on this basis by the competent Collective Management Organisation.
• “Credentials”: the identifiers, passwords, codes, OAuth tokens and other authentication means enabling action on behalf of THE CREATOR with the Platforms and the Collective Management Organisations.
• “Platforms”: the social platforms covered by an agreement in force between their operator and a Collective Management Organisation, including as of the signing date YouTube and Meta (Facebook and Instagram).
• “Services”: the services activated by THE CREATOR in section C of the Particular Conditions, among Services 1, 3 and 4.
• “Collective Management Organisation”: any French or foreign collective management organisation authorised to collect and distribute copyright or related rights for the benefit of its members, notably SACD, SCAM, SACEM, ADAGP, SCPP, SPEDIDAM, as well as their foreign equivalents such as GEMA (Germany), SIAE (Italy), SGAE (Spain), SUISA (Switzerland), ASCAP, BMI, SESAC (United States), SOCAN (Canada), JASRAC (Japan), and any other equivalent approved organisation.
• “Payments”: the individual payments allocated to THE CREATOR by any Collective Management Organisation pursuant to the Declaration Forms submitted by THE AGENT on behalf of THE CREATOR under this contract.

Article 2 — Subject matter of the mandate

By this contract, THE CREATOR grants THE AGENT, who accepts, the exclusive mandate to:

• detect THE CREATOR’s audiovisual works distributed on the Platforms, as well as the exploitation of these works by third parties (reposts, reuploads, compilations);
• produce, electronically sign in the name of THE CREATOR and submit to the competent Collective Management Organisation the corresponding administrative Declaration Forms;
• provide administrative follow-up of the declaration forms submitted to the Collective Management Organisation;
• receive, on behalf of THE CREATOR, on the Dedicated Client Account, the Payments allocated to them by the Collective Management Organisation, and ensure their transmission after deduction of the agreed commission.

It is expressly recalled that the collection of royalties from the Platforms is carried out exclusively by the Collective Management Organisation. THE AGENT does not intervene at any time in the collection circuit between the Platforms and the Collective Management Organisation.
It is also recalled that the qualification of a work (SACD, SCAM, SACEM, other) and the amount of Payments allocated fall within the sovereign judgment of the competent Collective Management Organisation. THE AGENT cannot therefore guarantee to THE CREATOR the eligibility of a work, the classification retained or the amount that will actually be paid to them.

Article 2 bis — Exclusive and sovereign authority of the Collective Management Organisation

The Parties expressly acknowledge and accept that the competent Collective Management Organisation (SACD, SCAM or equivalent foreign organisation) is, in application of the framework agreements concluded with the Platforms and of its statutes, the sole entity authorised to determine:

• whether content published by THE CREATOR qualifies as Original Creative Content within the meaning of Article 1;
• the eligibility of a work, in whole or in part, for monetisation under its agreements with the Platforms;
• the applicable classification (SACD, SCAM or other), the tariff scale, the territorial scope considered and the amount of Payments allocated to THE CREATOR;
• the revision, modification, suspension or revocation of any qualification previously retained, at any time and including after an initial payment.

The decisions of the Collective Management Organisation regarding qualification and monetisation are binding on the Parties without recourse against THE AGENT. THE CREATOR consequently acknowledges that neither THE AGENT nor THE CREATOR has a vested right to the qualification of content as Original Creative Content nor to the receipt of any Payment in this respect.
THE AGENT cannot, under any circumstances, guarantee to THE CREATOR that content will be qualified as Original Creative Content, that it will give rise to a Payment, nor that the amount or duration of a Payment will be maintained over time. THE AGENT’s liability cannot be incurred on the grounds of a decision of the Collective Management Organisation unfavourable to THE CREATOR.

Article 3 — Territorial scope and exclusivity

3.1 Territorial scope

This mandate applies on a worldwide scale, for all Platforms covered by an agreement with a Collective Management Organisation, regardless of the geographical area of distribution of THE CREATOR’s works and regardless of their country of residence.

3.2 Total exclusivity

Throughout the duration of this contract, the mandate is granted to THE AGENT on an exclusive basis. THE CREATOR expressly undertakes, within the scope of the activated Services:

• not to entrust all or part of the same mandate, directly or indirectly, to any other natural or legal person;
• not to submit themselves, or have submitted by a third party other than THE AGENT, Declaration Forms for their works;
• not to receive directly from a Collective Management Organisation any sums relating to exploitations falling within the scope entrusted to THE AGENT.

3.3 Exceptions

The exclusivity defined in article 3.2 does not prevent THE CREATOR from retaining or entrusting to other providers activities not covered by the Services, notably: commercial partnerships and product placements, the management of their artistic career, as well as the management of rights falling under Collective Management Organisations excluded from the scope of the activated Services.

Article 4 — Services entrusted

4.1 Service 1 — Management mandate on official accounts

Under Service 1, THE AGENT provides for all audiovisual works published by THE CREATOR on their official channels and accounts:

• the automated detection of new publications via the Platforms’ APIs (YouTube Data API, Meta Graph API);
• SACD, SCAM, SACEM or equivalent qualification;
• the automated generation of the Declaration Form, its qualified electronic signature by THE CREATOR (Yousign eIDAS) and its submission to the competent Collective Management Organisation;
• tracking of approval, processing of returns and any corrections;
• collection of the corresponding Payments, then their remittance to THE CREATOR under the conditions of Article 10.

Applicable commission: 10% (excl. tax) of the Net Remuneration Base as defined in Article 8.1.

4.2 Service 3 — Declaration of third-party exploitations

Under Service 3, THE AGENT provides a strictly technical service consisting of:

• automatically detecting third-party exploitations of works owned by THE CREATOR (reposts, reuploads, compilations) through audio and visual fingerprinting;
• presenting to THE CREATOR, in their personal area, the detected exploitations;
• upon THE CREATOR’s express request only, generating and submitting the corresponding Declaration Forms.

Any action (declaration, takedown request, no action) results exclusively from an instruction of THE CREATOR.
Applicable commission: 30% (excl. tax) of the Net Remuneration Base as defined in Article 8.1 for exploitations actually declared at THE CREATOR’s request.

4.3 Service 4 — Advance on future rights

Under Service 4, THE CREATOR may, subject to the eligibility specified in Annex 1, receive an immediate Advance paid by THE AGENT. This Advance is amortised by full deduction of future Payments, until the extinction of the Recovery Amount (equal to 1.40 × the Advance).
The Advance is formalised by a separate Advance Note signed electronically. Only one Advance may be ongoing at a time.
The Parties expressly agree that the Advance does not in any case constitute a loan, consumer credit, banking transaction or payment service.

Article 5 — Powers granted to THE AGENT

For the performance of the Services, THE CREATOR expressly grants THE AGENT the following powers, strictly within the scope defined in this contract:

• access public data and private statistics of accounts via authorised APIs, under the OAuth regime granted by THE CREATOR;
• retain and use, in a secure environment, the Credentials of the Collective Management Organisations, for the exclusive purpose of submitting Declaration Forms within the scope of the mandate;
• electronically sign, after express validation by THE CREATOR, the Declaration Forms and any related documents;
• receive on the Dedicated Client Account the Payments relating to works within the scope of the mandate;
• issue, in the name and on behalf of THE CREATOR, the invoices required by the Collective Management Organisations;
• represent THE CREATOR, within the limits of the mandate, before the Collective Management Organisations;
• file with the Platforms, after prior notice to THE CREATOR, any takedown or claim request.

The above powers do not include, except by special written mandate: the initiation of contentious action, the assignment or licensing to a third party of any right of THE CREATOR, the waiver of moral rights, or the conclusion of a settlement agreement.

Article 6 — Commitments and declarations of THE CREATOR

6.1 Declarations and warranties

THE CREATOR declares and warrants to THE AGENT:

• that they are the holder or co-holder of the copyright in the works they intend to submit for declaration;
• that they are not bound by any commitment, mandate or exclusivity clause contrary to this contract;
• that the identification, tax and banking information they provide is accurate and up to date;
• that they are not under guardianship, curatorship or any legal protection measure; if a minor, the contract must be co-signed by their legal representatives.

6.2 Performance obligations

THE CREATOR undertakes, throughout the duration of the contract, to:

• grant THE AGENT the required technical authorisations (OAuth YouTube, Meta Business access, specific mandates signed via Yousign) and keep them active;
• sign the specific mandates and powers of attorney required by each Collective Management Organisation concerned, in accordance with the overall contractual architecture referred to in the Preamble;
• validate, refuse or leave without action each decision submitted regarding third-party exploitations within a reasonable time (the absence of response within 15 days may be interpreted as a decision to leave without action according to the default rule set);
• not to submit, or have submitted by a third party, Declaration Forms within the scope of the mandate;
• remunerate THE AGENT under the conditions of Articles 8 and 10;
• comply with the declarative and tax obligations incumbent upon them personally.

Article 6 bis — Pre-existing accounts with Collective Management Organisations

6 bis.1 Declaration of pre-existing accounts

THE CREATOR declares, upon signing this contract, all accounts, memberships or affiliations they hold, as an author, with any Collective Management Organisation, whether SACD, SCAM, SACEM, ADAGP, SCPP, SPEDIDAM, or any equivalent foreign organisation (notably, without this list being exhaustive: GEMA in Germany, SIAE in Italy, SGAE in Spain, SUISA in Switzerland, ASCAP, BMI or SESAC in the United States, SOCAN in Canada, JASRAC in Japan).
This declaration covers the member identifier, the organisation concerned, the country, as well as, where applicable, the list of works already submitted and Declaration Forms in process. THE CREATOR undertakes to update this list without delay in case of joining a new Collective Management Organisation during the performance of this contract.

6 bis.2 Automatic extension of the mandate to pre-existing accounts

By signing these presents, THE CREATOR expressly grants THE AGENT, without the need for any separate act, the mandate defined in Article 2 over all pre-existing accounts declared under article 6 bis.1, within the scope of the activated Services and in accordance with the principles of exclusivity set out in Article 3.
Consequently, THE AGENT is authorised, from the signing of the contract and for each of the Collective Management Organisations concerned, to:

• access THE CREATOR’s member account using the Credentials provided to them;
• resume the administrative management of works already identified and submit the Declaration Forms within the scope of the mandate;
• receive, on the Dedicated Client Account, the Payments allocated to THE CREATOR by each of these Collective Management Organisations, under the conditions of Articles 9 and 10;
• carry out, where applicable, the formalities of notifying this mandate to the Collective Management Organisation concerned, according to the methods specific to each organisation.

6 bis.3 Declaration Forms prior to signing

Declaration Forms submitted by THE CREATOR before the signing of this contract remain governed by the steps they have themselves initiated. However, the corresponding Payments, when allocated after signing, fall within the collection mandate entrusted to THE AGENT under Article 2 and are credited to the Dedicated Client Account.

6 bis.4 Cooperation of THE CREATOR

THE CREATOR undertakes to provide THE AGENT, within a reasonable time from signing, with all the elements necessary for the effective implementation of this article, including: the Credentials for accessing member areas, the history of declared works, the banking details currently registered with each Collective Management Organisation, as well as any document required for updating these details for the benefit of the Dedicated Client Account.

6 bis.5 Declaration of non-competition with another agent

THE CREATOR declares and warrants that no other management, recovery or collection mandate covering the sums owed by the Collective Management Organisations referred to in this article is ongoing as of the signing date. Otherwise, they undertake to terminate any prior mandate incompatible with this contract within the applicable contractual notice period, and to provide proof thereof to THE AGENT.

Article 6 ter — Prohibition on creating parallel accounts

6 ter.1 Principle

Throughout the duration of this contract, and pursuant to the exclusivity granted in Article 3, THE CREATOR expressly undertakes not to:

• create, have created or solicit the creation, directly or indirectly, by themselves or by any third party (relative, beneficiary, nominee, intermediary company, manager, agent, other provider), of any new member account, file, affiliation or identifier with SACD, SCAM, SACEM, or any other French or foreign Collective Management Organisation falling within the scope of the activated Services;
• reactivate, transfer or modify any existing affiliation not declared to THE AGENT under Article 6 bis, with the aim of removing works or Payments from the mandate;
• submit, or have submitted by any third party, Declaration Forms outside the circuit managed by THE AGENT for works within the scope of the mandate.

6 ter.2 Qualification as serious breach

Any violation of the provisions of article 6 ter.1 constitutes a serious breach within the meaning of Article 16.1, authorising THE AGENT to terminate the contract at the exclusive fault of THE CREATOR, without prejudice to all damages.
In addition, THE AGENT shall be entitled to demand from THE CREATOR the full repayment of any sums received, directly or indirectly, through any parallel account or filing created in violation of this article, increased by a liquidated damages of 30% as compensation for the harm suffered by THE AGENT, without prejudice to the recovery of the commissions that would have been owed on these same sums under Article 8.

6 ter.3 Articulation with an ongoing Advance

When an Advance under Service 4 is being amortised, the prohibition under this article is reinforced. Any violation is deemed to constitute a manoeuvre to avoid repayment of the Advance and entails, by operation of law and without further formality, the immediate enforceability of the residual balance of the Advance under the conditions of Annex 1, point 6, paragraph “Forced early repayment for serious breach”.

6 ter.4 Resumption of the individual mandate by THE CREATOR

Any resumption by THE CREATOR of the direct and individual management of their rights with the Collective Management Organisations may only occur after:

• the effective termination of this contract under the conditions of Articles 15 or 16;
• where applicable, the prior full repayment of the residual balance of any ongoing Advance under Service 4;
• the settlement of any sum owed to THE AGENT under Articles 8, 10 bis and this article.

As long as these conditions are not cumulatively met, THE CREATOR may neither resume operational control of their existing member accounts, nor create new ones, nor mandate another provider on the same scope.

Article 7 — Commitments of THE AGENT

7.1 Best efforts obligations

THE AGENT performs the entrusted Services with diligence, loyalty, expertise and respect for THE CREATOR’s interests. They are bound by a best efforts obligation.

7.2 Declarations and warranties relating to THE AGENT

THE AGENT declares and warrants to THE CREATOR:

• that it is a company duly incorporated under English law (Companies House, number 17171744);
• that its signing representative is duly authorised to bind it;
• that it has the necessary human, technical, financial and organisational means;
• that it subscribes to and maintains professional liability insurance covering its activity.

7.3 Absence of conflict of interest

THE AGENT undertakes to prevent and manage any situation of conflict of interest. In case of proven or potential conflict, it will inform THE CREATOR without delay and propose appropriate measures.

Article 8 — Commissions and remuneration

8.1 Structure of remuneration and cost recovery

The AGENT’s remuneration and the reimbursement of its technical expenses are carried out according to a priority deduction hierarchy from the gross sums collected:

1. Data Research Fees: THE AGENT shall first deduct a technical flat fee (as indicated in the Particular Conditions) of the gross amount of the Payments to cover technological research and detection costs.
2. AGENT’s Commission: THE AGENT’s commission, as specified in section C of the Particular Conditions, is then calculated on the Net Remuneration Base (the remaining amount after deduction of the Data Research Fees).
3. Balance: The remaining balance is remitted to THE CREATOR in accordance with Article 10.

In the absence of any Payment for a specific work, these research costs remain at the AGENT’s exclusive expense.

8.2 Retention period (Service 4)

During periods when an Advance under Service 4 is being repaid, the rules of Annex 1 replace the ordinary commission rules.

8.3 Vested rights (tail clause)

The commission remains owed to THE AGENT on all Payments relating to works declared by it during the duration of the contract, including when payments are made after termination of the contract, for a period of 24 (twenty-four) months following the end of the contract.

8.4 Membership fees and contributions to Collective Management Organisations

Membership fees, entry fees, periodic contributions, and file fees required by Collective Management Organisations remain the exclusive responsibility of THE CREATOR.

Article 9 — Dedicated Client Account and segregation of funds

THE AGENT undertakes to collect the Payments received on behalf of THE CREATOR on a Dedicated Client Account, distinct from its operating funds, in a top-tier banking institution.
The sums on the Dedicated Client Account belong to THE CREATOR, net of the commission and fees owed to THE AGENT. They cannot under any circumstances be used for THE AGENT’s own needs.
In case of insolvency proceedings or default of THE AGENT, the sums held on the Dedicated Client Account remain the property of THE CREATOR and cannot be confused with THE AGENT’s assets.

Article 10 — Reporting and payments

10.1 Reporting

THE AGENT makes available to THE CREATOR, in their personal area, an updated detailed statement including: (i) Gross Payments received, (ii) deducted Data Research Fees, (iii) commission calculated on the Net Remuneration Base, and (iv) final net balance owed to THE CREATOR. A quarterly summary is also sent by email.

10.2 Remittances

The sums owed to THE CREATOR are remitted to their bank account within 30 (thirty) calendar days from actual collection. Remittances to French rights holders go through Stripe Connect; international remittances go through Wise.

10.3 Disputes

THE CREATOR has a period of 60 (sixty) days from the availability of the quarterly statement to dispute, in writing with reasons, any element thereof.

Article 10 bis — Refund in case of requalification or revocation by the Collective Management Organisation

The Parties expressly agree that, in the event that the competent Collective Management Organisation decides, at any time and in its sovereign judgment as recognised in Article 2 bis, not to consider — or no longer to consider — content as Original Creative Content eligible for monetisation, and where this decision gives rise to a request for refund, compensation, reversal or any other form of recovery of the corresponding sums by the Collective Management Organisation, THE CREATOR irrevocably undertakes to return to THE AGENT the entirety of the sums initially allocated for the content concerned, including:

• the net portion previously remitted to THE CREATOR pursuant to Article 10;
• and, where applicable, the commission and Data Research Fees deducted by THE AGENT, which will itself be returned by THE AGENT to the Collective Management Organisation.

This refund occurs within 30 (thirty) calendar days from the written notification that THE AGENT will send to THE CREATOR, accompanied by supporting documents from the Collective Management Organisation.
Failing spontaneous refund within the allotted period, THE AGENT is expressly authorised, without further prior formality, to:

• offset the sums owed against any future Payment owed to THE CREATOR, until full settlement;
• recover the residual balance by any legal means, increased by late payment interest at the applicable legal rate, a fixed indemnity for recovery costs, and the reasonable recovery costs actually incurred.

This refund obligation applies regardless of the date on which the Collective Management Organisation notifies its decision, including after termination of this contract, and survives it for the entire period during which the Collective Management Organisation retains the ability to revise its qualification decisions.

Article 11 — Tax regime and VAT

All sums owed under this contract are exclusive of taxes. VAT, when applicable, will be invoiced in addition at the legal rate in force.
THE AGENT being a company established in the United Kingdom, the commission is invoiced exclusive of VAT for taxable persons established in a Member State of the European Union, with THE CREATOR responsible for self-assessing the tax in their country of establishment.
Each Party remains solely responsible for its own tax, social security and reporting obligations.

Article 12 — Personal data and security

12.1 GDPR compliance

THE AGENT acts as data controller for THE CREATOR’s personal data necessary for the performance of this contract. The processing complies with Regulation (EU) 2016/679 (GDPR) and, for the part of the activity falling under English law, with the UK Data Protection Act 2018 and UK GDPR.
THE CREATOR has, for data concerning them, the rights of access, rectification, erasure, restriction, objection and portability, as well as the right to lodge a complaint with the competent supervisory authority (CNIL for France, ICO for the United Kingdom).

12.2 Security

THE AGENT implements appropriate technical and organisational measures: encryption of sensitive data at rest and in transit, strict segregation between rights holders, immutable audit log, retention policy, security audits and regular penetration tests.

12.3 International transfers

Data transfers may take place between the United Kingdom and the European Economic Area. These transfers are framed by standard contractual clauses and, for the United Kingdom, by the European Commission’s adequacy decision in force.

Article 13 — Confidentiality

The Parties acknowledge that, in the context of the performance of this contract and for a period of 5 (five) years after its term, they may have access to confidential information of the other Party.
Each Party undertakes to preserve the confidentiality of this information, to use it only for the purposes of the contract and not to disclose it to any third party without written agreement, subject to disclosures required by law.

Article 14 — Intellectual property and personality rights

14.1 THE CREATOR’s ownership

THE CREATOR remains the sole and exclusive holder of all intellectual property rights attached to their works. This contract does not entail any assignment, licence or grant of these rights to THE AGENT.

14.2 Strictly limited technical licence

For the sole operational needs of the mandate, THE CREATOR grants THE AGENT, on a non-exclusive and free basis, the right to include their name, first names, any pseudonym and the descriptive metadata of their works in the Declaration Forms, information systems of the Collective Management Organisations, statements and internal accounting documents. This licence expires automatically upon termination of the contract.

14.3 Prohibition of commercial or promotional use

THE AGENT has no right to exploit, for commercial, promotional or advertising purposes, the name, pseudonym, voice, image, signature or extracts of works of THE CREATOR. Any use will give rise to a fixed compensation of 5,000 (five thousand) euros per breach observed.

14.4 Limited survival after the end of the contract

THE AGENT is authorised to retain evidence documents for the sole purposes of legal and tax archiving, evidence and management of vested rights within the meaning of article 8.3.

Article 15 — Duration

This contract is concluded for an initial firm duration of 3 (three) years from its signing.
At the end of this period, the contract is renewed by tacit renewal for successive periods of 12 (twelve) months, unless terminated by either Party with 3 (three) months notice before the expiry of the current period.

Article 16 — Termination

16.1 Termination for breach

In case of serious breach by one of the Parties, not remedied within 30 (thirty) days from the receipt of a formal notice, the other Party may terminate the contract by operation of law.
Serious breaches notably include: violation of exclusivity, parallel submission of Declaration Forms, creation of parallel accounts within the meaning of Article 6 ter, non-remittance of sums owed, unauthorised disclosure of confidential information, cessation of activity or court-ordered liquidation of THE AGENT.

16.2 Termination without fault

Subject to article 16.3, each Party may terminate the contract under the conditions provided in Article 15.

16.3 Articulation with an ongoing Advance

When an Advance under Service 4 is being amortised, THE CREATOR may at any time terminate the contract provided they simultaneously make the full repayment of the residual balance. The resumption by THE CREATOR of the direct management of their rights, or the signing of a mandate with another provider, is expressly subject to this prior repayment, in accordance with Article 6 ter.4.

16.4 Effects of termination

At the end of the contract, THE AGENT: (i) ceases all new action; (ii) returns or destroys the Credentials; (iii) hands over to THE CREATOR the complete history of their file; (iv) sees the technical licence extinguished; (v) remains entitled to the commissions vested within the meaning of article 8.3.

Article 17 — Force majeure

Neither Party shall be held liable for any breach resulting from a case of force majeure within the meaning of English law (frustration), including notably natural disasters, acts of war, acts of public authorities, generalised failure of telecommunications networks, or massive cyberattacks affecting the Platforms or the Collective Management Organisations.
If the event extends beyond 60 (sixty) days, each Party may terminate the contract by operation of law without compensation, subject to the lock provided in article 16.3.

Article 18 — Assignment of the contract (intuitu personae)

This contract is concluded intuitu personae. It cannot be assigned, transmitted or transferred, in whole or in part, to a third party, without the prior written consent of the other Party.
Any restructuring operation of THE AGENT (merger, demerger, change of control) will be notified to THE CREATOR, who will have a right of termination without compensation within 30 (thirty) days.

Article 19 — Notifications and election of domicile

Any notification is validly addressed: for THE AGENT, to its registered office and official email address; for THE CREATOR, to their postal and email address indicated in section A or via their personal area on the platform.
Notifications made via the platform (with timestamped read receipt) or by email with read receipt have the same value as a registered letter with acknowledgement of receipt between the Parties.

Article 20 — Miscellaneous provisions

20.1 Entirety

These General Terms, the Particular Conditions, the specific mandates signed in application of the Preamble, and Annex 1 (where applicable) constitute the entirety of the agreement between the Parties.

20.2 Partial nullity

The nullity or unenforceability of any of the provisions shall not affect the validity of the other provisions.

20.3 Modifications

Any modification requires a written amendment electronically signed by both Parties.

20.4 Non-waiver

The fact that one of the Parties does not invoke a breach by the other shall not be deemed a waiver of the right to invoke it later.

Article 21 — Applicable law and dispute resolution

This contract is governed by English law, excluding its conflict of laws rules.
Notwithstanding the above choice of law, the Parties acknowledge that the mandatory provisions (overriding mandatory rules) of THE CREATOR’s country of habitual residence remain potentially applicable, notably regarding the protection of the deemed weaker party, personality rights, data protection and, for the part of the activity targeting the French market, French law no. 2023-451 of 9 June 2023 regulating commercial influence.
In case of dispute, the Parties undertake to seek, prior to any contentious action, an amicable solution. Failing amicable agreement within 60 (sixty) days, exclusive jurisdiction is granted to the courts of England and Wales.

Annex 1 — Advance on future receivables (Service 4)

This Annex 1 specifies the terms of Service 4 when activated. It forms an integral part of this contract.

1.1 Nature of the Advance

The Advance refers to the immediate payment made by THE AGENT to THE CREATOR, amortised by full deduction of future Payments, until the extinction of the Recovery Amount, equal to 1.40 × the Advance.
The Parties expressly agree that the Advance does not in any case constitute a loan, consumer credit, banking transaction or payment service. Its essential characteristics exclude it from the scope of credit: absence of bank interest, exclusive amortisation by deduction, absence of repayment guaranteed by personal security, recourse limited to receivables.

1.2 Enhanced pre-contractual information

Before any activation of Service 4, THE CREATOR acknowledges having received all essential information, notably that:

• the Advance is not a loan;
• the Recovery Amount is equal to 1.40 × the Advance;
• amortisation is carried out by deduction of 100% of Payments received, until the Recovery Amount is reached;
• during the Amortisation Period, THE CREATOR receives no remittance;
• Service 4 is subject to strict eligibility conditions (minimum audience of 20,000 subscribers, 6 months tenure, minimum threshold of historical revenue, internal scoring);
• THE CREATOR retains the right to terminate the contract at any time subject to full repayment of the residual balance;
• the resumption of the individual mandate or the signing of a new mandate with another provider is expressly subject to the prior repayment of the residual balance, in accordance with Article 6 ter.4;
• THE CREATOR has a cooling-off period of 7 (seven) calendar days from the signing of the Advance Note before actual execution.

2. Mechanics of the Advance

Activation is carried out by signing a separate Advance Note. THE CREATOR has a 7-calendar-day cooling-off period during which they can withdraw without charge.
From the signing, THE CREATOR grants THE AGENT an irrevocable collection mandate covering all Payments. During the Amortisation Period, no ordinary commission (10% / 30%) is applied since 100% of Payments are deducted from the Recovery Amount.

4. Eligibility and limits

Access to Service 4 is subject to the cumulative compliance with strict conditions:

• Minimum audience: 20,000 subscribers on at least one covered channel;
• Mandate tenure: at least 6 consecutive months with effective Payments;
• Historical revenue threshold: minimum amount defined by internal policy;
• Flow regularity: acceptable quarterly coefficient of variation;
• Internal scoring: revenue volatility, portfolio concentration, etc.;
• Contractual situation: no breach, no ongoing Advance;
• Compliance: supporting documents compliant with AML-CFT obligations.

THE AGENT retains the discretionary power to refuse a request, even in case of formal eligibility.

6. Early repayment and balance handling

Voluntary early repayment: THE CREATOR may at any time end the Amortisation Period by repaying the residual balance. No penalty is applied.
Forced early repayment for serious breach: in case of serious breach by THE CREATOR (violation of exclusivity, parallel filing, creation of parallel accounts within the meaning of Article 6 ter, concealment of information, voluntary cessation, etc.), the residual balance becomes immediately enforceable, increased by late payment interest, a legal fixed indemnity, a contractual indemnity of 10% of the enforceable balance, and reasonable recovery costs.
Death or incapacity: the Advance continues to be amortised by deduction of Payments, for the benefit of the estate or legal representative. No remainder may be claimed from the estate beyond the rights to be received.

7. Provision fund of THE AGENT

THE AGENT undertakes to maintain an internal provision fund dedicated to the risk on Advances, sized according to a written policy, and to grant new Advances only within the limit allowed by this fund and by prudent management of its cash flow. The funds of the Dedicated Client Account (owed to other creators) never finance THE AGENT’s current activity.

Claimvu Ltd — Companies House no. 17171744 — 128 City Road, London, United Kingdom, EC1V 2NX
General Terms of the Mandate version 1.4 — Last updated: May 2026