Well Overdue Publishing

Last Updated: May 28, 2025

These Terms of Service ("Terms") govern your use of the Well Overdue Publishing Portal (the "Portal"). By accessing or using the Portal, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Portal.

Well Overdue Publishing Ltd ("we", "us", "our") is a limited company registered in England and Wales under company number 14985056 with its registered office at 5 Cheapside Court, Sunninghill Road, Ascot, England, SL5 7RF.

1. Definitions

• "Portal": Refers to our online platform providing access to music publishing administration services and royalty information.
• "Internal User": Refers to our clients (e.g., songwriters, music publishers) who have a direct music publishing administration agreement with us.
• "External User": Refers to individuals or entities (e.g., record labels, collaborators, representatives) who are granted access to the Portal to view royalty statements and related information on behalf of an Internal User.
• "User": Refers to both Internal Users and External Users, collectively.
• "Content": Refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials submitted to, or accessed through, the Portal by Users.
• "Royalty Statements": Refers to the financial statements detailing earnings and deductions related to the musical works administered by us.
• "Agreement": For Internal Users, this refers to their existing music publishing administration agreement with us. For External Users, this may refer to an agreement with an Internal User or specific terms agreed with us for Portal access.

2. Acceptance of Terms

By creating an account, logging into, or otherwise using the Portal, you represent that you have read, understood, and agree to be bound by these Terms. If you are using the Portal on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.

3. Access to and Use of the Portal

3.1. Eligibility:

Internal Users: Access is granted pursuant to your existing Agreement with us.

External Users: Access is granted based on authorisation from an Internal User or a direct agreement with us for the purpose of viewing specific information related to an Internal User. Your access is contingent on the continuation of that underlying authorisation or agreement.

3.2. Account Registration:

Users may need to register for an account to access the Portal. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.3. Account Security:

You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorised such activities or actions. You will notify us immediately of any unauthorised use of your account.

3.4. Permitted Use:

Internal Users: May use the Portal to manage their catalogue information (as permitted by the Portal's functionality), view Royalty Statements, communicate with us, and access other features relevant to their Agreement.

External Users: May use the Portal solely to access and view Royalty Statements and related information as authorised by the relevant Internal User or by us. External Users shall not attempt to access any information or functionality beyond that expressly permitted.

3.5. Prohibited Use:

You agree not to:

• Use the Portal for any illegal or unauthorised purpose.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Portal or any software, documentation, or content therein.
• Interfere with or disrupt the integrity or performance of the Portal or the data contained therein.
• Attempt to gain unauthorised access to the Portal or its related systems or networks.
• Use the Portal to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of ours or our licensors on the Portal.

4. Intellectual Property Rights

4.1. Our Intellectual Property:

We and our licensors own all right, title, and interest in and to the Portal, including all associated software, technology, know-how, logos, trademarks, and content provided by us (excluding User Content). These Terms do not grant you any rights to our intellectual property except for the limited right to use the Portal in accordance with these Terms.

4.2. Internal User Content:

Internal Users retain all ownership rights to their musical works and the metadata and other information they provide to us in connection with their Agreement and through the Portal ("Internal User Content"). Internal Users grant us a worldwide, non-exclusive, royalty-free licence to use, reproduce, distribute, display, and perform the Internal User Content to the extent necessary to provide our music publishing administration services and the Portal functionality.

4.3. Data Related to External Users:

Any data or information accessed by External Users through the Portal remains the property of the relevant Internal User or us, as applicable. External Users are granted a limited, non-exclusive, non-transferable right to view this information solely for the purposes agreed with the Internal User or us.

5. Royalty Statements and Financial Information

5.1. Access:

Royalty Statements and other financial information are made available through the Portal for your convenience.

5.2. Accuracy:

We endeavour to ensure the accuracy of Royalty Statements. However, you are responsible for reviewing your Royalty Statements promptly.

5.3. Discrepancies:

Internal Users: Should you identify any potential discrepancies in your Royalty Statements, you must notify us in writing within the timeframe specified in your Agreement with us.

External Users: If you believe there is a discrepancy in the information you are viewing, you should contact the Internal User on whose behalf you are accessing the Portal. We are not responsible for resolving discrepancies directly with External Users unless explicitly agreed otherwise.

6. Data Protection and Privacy

6.1. Personal Data:

We will process personal data in accordance with our Privacy Policy, which is incorporated by reference into these Terms. Our Privacy Policy explains how we collect, use, and protect your personal data in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

6.2. User Responsibilities:

You are responsible for ensuring that any personal data you provide to us or input into the Portal is accurate and that you have the necessary consents to do so, where applicable.

6.3. Confidentiality of Portal Data:

All data and information accessed through the Portal that is not publicly available should be treated as confidential. You agree not to disclose such confidential information to any third party without our prior written consent or the consent of the relevant Internal User, except as required by law.

7. Confidentiality

7.1. Our Obligations:

We will treat all information you provide to us that is designated as confidential, or which ought reasonably to be considered confidential (including financial and business information), with an appropriate degree of care and will not disclose it to third parties except as necessary to provide the services, operate the Portal, as authorised by you, or as required by law.

7.2. User Obligations:

You agree to keep confidential all non-public information we provide to you or that you access via the Portal, including but not limited to the Portal's features, functionality, and performance, as well as any business, financial, or technical information.

8. Warranties and Disclaimers

8.1. "As Is" Basis:

THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

8.2. No Guarantee of Uninterrupted Service:

WE DO NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3. Accuracy of Information:

While we strive to provide accurate information, we do not warrant the accuracy, completeness, or usefulness of any information on the Portal. Users are responsible for verifying the accuracy of any information before relying on it.

9. Limitation of Liability

9.1. Indirect Damages:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

9.2. Cap on Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PORTAL SHALL NOT EXCEED THE GREATER OF (a) £100 (ONE HUNDRED POUNDS STERLING) OR (b) THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO THE PORTAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (IF APPLICABLE).

9.3. Internal User Agreements:

For Internal Users, the limitation of liability provisions in your existing Agreement with us may also apply and, in case of conflict, will prevail regarding the music publishing administration services themselves. These Terms primarily govern the use of the Portal.

10. Indemnification

You agree to defend, indemnify, and hold us harmless, including our officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Portal, (b) your violation of these Terms, or (c) your violation of any third-party rights.

11. Term and Termination

11.1. Term:

These Terms will remain in full force and effect while you use the Portal.

11.2. Termination by Us:

We may suspend or terminate your access to the Portal at any time, with or without cause, with or without notice, effective immediately.

11.3. Termination by You:

Internal Users: You may cease using the Portal at any time. Termination of your underlying Agreement with us will result in the termination of your Portal access.

External Users: You may cease using the Portal at any time by notifying us or the Internal User who authorised your access.

11.4. Effect of Termination:

Upon termination, your right to use the Portal will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination.

12. Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. By continuing to access or use our Portal after those revisions become effective, you agree to be bound by the revised terms.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

14. General Provisions

14.1. Entire Agreement:

These Terms, together with our Privacy Policy and any specific Agreement (for Internal Users) or other written agreement with us (for External Users regarding Portal access), constitute the entire agreement between you and us regarding your use of the Portal.

14.2. Severability:

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving its intent.

14.3. Waiver:

No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition.

14.4. Assignment:

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms, at our sole discretion, without restriction.

14.5. Notices:

Any notices or other communications permitted or required hereunder will be in writing and given by us (i) via email (to the address that you provide) or (ii) by posting to the Portal.

14.6. Contact Information:

If you have any questions about these Terms, please contact support@welloverdue.co.uk.