Legal
Terms of Service
This Digital Infrastructure Terms of Service (the "Terms") constitutes a legally binding, enforceable contract executed by and between DSM AGENCY LTD, a private limited company incorporated and registered under the laws of England and Wales with company registration number 17395633 (Registered Office: 1st Floor 124 Cleveland Street, London, United Kingdom, W1T 6PG) (hereinafter designated as the "Company", "We", "Us", or "Platform"), and any independent digital content creator, media developer, influencer, or corporate talent representation agency (hereinafter designated as the "User", "Creator", or "You") accessing or utilizing the digital platform, dashboards, analytics interfaces, or operational nodes administered by the Company.
BY ACCESSING, REGISTERING AN ACCOUNT, OR UTILIZING THE COMPANY’S DIGITAL INFRASTRUCTURE, YOU EXPLICITLY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING THE INFRASTRUCTURE.
1. INTERPRETATION AND SYSTEM DEFINITIONS
Throughout these Terms, the following terms shall possess the explicit legal meanings assigned below:
- "Client Ledger Node" refers to the secure, internal digital analytics database, performance tracking interface, and reporting dashboard generated under the Company's infrastructure, distinctively isolated for tracking, consolidating, and displaying individual Creator performance metrics.
- "Supported Digital Platform" refers to external third-party digital media platforms, interactive premium subscription networks, and distribution channels where Creators monetize their intellectual property and licensed digital content.
- "Regulated Payment Partner" refers to licensed credit institutions, authorised electronic money institutions (EMIs), and approved payment service providers (PSPs) utilized to execute the technical movement, clearance, and settlement of funds under our B2B partner agreements.
- "Revenue Administration Services" refers to the comprehensive suite of technology-driven reporting, contract coordination, dashboard visualization, and commercial collection administration activities provided by the Company to the Creator.
- "Service Fee" refers to the commercial commission and technology fee retained by the Company as compensation for delivering the technical infrastructure and administrative services.
- "Alternative Settlement Methods" refers to alternative payout mechanisms supported by our partners, including bank wire transfers, electronic multi-currency settlement channels, and digital asset registries.
2. CORE BUSINESS MODEL AND REGULATORY SCOPE
2.1. Nature of Services: The Company operates strictly as an infrastructure provider, manager of administrative workflows, and authorized commercial representative for digital creators. The Company delivers technology, statistical reporting tools, compliance onboarding support, and document management.
2.2. Exclusion of Regulated Financial Activities: The User explicitly records and accepts that the Company does not function as a bank, credit intermediary, Authorised Payment Institution (API), or Electronic Money Institution (EMI). The Company does not engage in public deposit-taking, currency conversion, payment transmission, or the provision of regulated financial services to the general public.
2.3. Commercial Agent Exemption: The Company's collection and administration activities are executed strictly in its capacity as an authorized commercial agent on behalf of the Creator, in compliance with the Commercial Agents (Council Directive) Regulations 1993. All monetary routing, physical clearance, and ledger settlements are executed exclusively through approved, licensed Regulated Payment Partners.
3. MANDATORY CREATOR ONBOARDING & BUSINESS VERIFICATION (KYC/KYB)
3.1. Verification Requirements: As a strict condition to access the technical infrastructure and receive a designated platform tracking ID, the Creator must successfully pass our risk-based business verification process. This requires the submission of valid primary documents, including:
- A high-resolution, machine-readable international passport or national identity card;
- A recent biometric facial matching verification (selfie verification) managed via our integrated security vendors;
- A certified utility statement, tax registration, or bank statement issued within the prior ninety (90) calendar days confirming the Creator's precise residential address.
3.2. Right to Suspend and Terminate: The Company maintains a strict anti-fraud policy. We reserve the absolute and unconditioned right to decline, suspend, or permanently terminate any platform account, Ledger Node, or relationship that fails to meet our verification criteria, exhibits suspicious activity, or is associated with any sanctioned, prohibited, or high-risk jurisdiction.
4. REVENUE ADMINISTRATION AND SERVICE FEES
4.1. Collection Authorization: By linking your digital creator profiles to the technical channels provided by the Company, you authorize DSM AGENCY LTD to administratively track, report, and coordinate the collection of digital revenues generated on Supported Digital Platforms.
4.2. Platform Commissions and Hold Periods: The User acknowledges that Supported Digital Platforms typically deduct their own platform commissions and apply standard pending and holding periods before funds become cleared for withdrawal. The Company is not responsible for any platform-side delays, withholding, or policy changes.
4.3. Service Fees: In consideration for delivering the SaaS infrastructure, performance dashboards, business intelligence engines, and administrative support, the Company automatically retains a Service Fee. All applicable service percentages, fixed partner clearance fees, and network administrative surcharges are set forth in the current Commercial Tariff Schedule (the "Fee Schedule"), which is made available within the Creator’s Client Ledger Node and is subject to periodic updates.
4.4. Settlement and Disbursements: Following reconciliation, audit, and the deduction of the contractually agreed Service Fee, the Creator's remaining balance is updated inside their technical dashboard. Balances are distributed at the Creator's request via the approved, compliant payout methods supported by the Company's Regulated Payment Partners, subject to local jurisdictional limits, minimum withdrawal thresholds as determined by the respective payment partner, and anti-fraud screening.
5. CHARGEBACKS, RISK ALLOCATION, AND CLIENT LIABILITY
5.1. Operational Reversals: Because the digital media subscription market exhibits high frequencies of transactional reversals (chargebacks), the Creator bears full, unconditioned financial liability for any chargebacks, fraud disputes, refund claims, or retroactive payment rollbacks initiated by users or card networks on Supported Digital Platforms.
5.2. Automatic Offset: In the event of an operational reversal, the Company is fully authorized to instantly debit the identical volume from the Creator's active liquid balance or offset it against any future rolling revenue accumulations.
5.3. Platform Violations: If a Supported Digital Platform suspends, penalizes, or permanently freezes the Creator's profile due to copyright infringement, violation of terms of use, or illegal content, the Company disclaims all liability and shall have no obligation to recover or compensate any frozen balances.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1. Creator Indemnity: The Creator agrees to fully indemnify, defend, and hold harmless DSM AGENCY LTD, its parent company, directors, employees, and technological affiliates from and against any legal claims, regulatory fines, financial losses, or operational damages resulting from:
- The Creator's violation of these Terms or any applicable laws;
- Any copyright, trademark, or intellectual property infringement claims arising from the Creator's digital content;
- Tax reporting failures or unpaid local levies on the Creator’s part.
6.2. Limitation of Liability: To the maximum extent permitted by the laws of England and Wales, the Company shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of the use or inability to use the technical platform, even if advised of the possibility of such damages.
7. MISCELLANEOUS AND GOVERNING LAW
7.1. Severability: If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
7.2. Amendment: The Company reserves the right to modify these Terms at any time. Active users will be notified of any material changes via their dashboard or registered email address.
7.3. Governing Law: These Terms, their interpretation, and any legal disputes or claims arising out of or in connection with them shall be governed exclusively by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the English Courts