Terms of Service
Last updated: 2 July 2026
These Terms of Service govern your access to and use of RightsDesk, a rights-management platform operated by Fondera (Charles Gabriel Somerville, micro-entreprise / auto-entrepreneur, Hermonville, France). By creating an account or using RightsDesk, the agency or business you represent (the "Customer", "you") agrees to these Terms. You confirm you are authorised to bind the Customer.
1. The service
RightsDesk is software that helps literary agencies and publishers manage rights, contracts, contacts, submissions, royalties and invoicing, including AI-assisted data ingestion, document and contract drafting, and reporting. AI features are provided through our sub-processor and process your Customer Data only to provide the Service; your Customer Data is not used to train AI models. We grant you a non-exclusive, non-transferable, revocable licence to use RightsDesk for your internal business purposes during your subscription.
2. Accounts and security
You are responsible for your users, for keeping credentials confidential, and for activity under your account. Tell us promptly of any unauthorised access. We may suspend access where necessary to protect the service or other customers.
3. Your data
All data you or your users upload to or generate in RightsDesk ("Customer Data") belongs to you. You grant us a licence to host, process and display Customer Data only as needed to provide the service. Where Customer Data includes personal data, you act as the data controller and we act as your data processor. Our Data Processing Agreement — available at /dpa — is incorporated into and forms part of these Terms and sets out our obligations under Article 28 UK GDPR and EU GDPR; by accepting these Terms you agree to it. You are responsible for the accuracy and legality of your Customer Data and confirm you have the rights and consents needed to upload it.
4. AI features and contracts
RightsDesk uses AI to help organise your uploaded data and to generate draft documents, including contract drafts. AI output may contain errors or omissions and must be checked by you before use. Your Customer Data is processed only to provide these features and is not used to train AI models.
Contract drafts are not legal advice. RightsDesk is a software tool, not a law firm, and Fondera does not provide legal services or legal advice. Any contract or document generated by RightsDesk is a draft for your review and must be reviewed and approved by you, and where appropriate by a qualified legal adviser, before it is signed, sent to a third party, or relied upon. You are solely responsible for the content of any document you finalise, send or execute.
5. Intellectual property
Fondera owns and retains all intellectual property rights in RightsDesk — the platform, software, templates, models and designs, and all improvements. Nothing in these Terms transfers any of those rights to you; your rights are limited to the licence in section 1. You retain all rights in your Customer Data. Any feedback you give us may be used to improve the service without obligation to you.
6. Acceptable use
You will not reverse-engineer, resell or sublicense the service; upload unlawful, infringing or malicious content; attempt to access other customers' data; or use the service to build a competing product. Each customer's data is isolated; any attempt to circumvent that isolation is a material breach.
Sending messages through the service. Where you use RightsDesk to send emails to your contacts, you are the sender and controller of those communications. You are responsible for the content of each message and for having a lawful basis (and any required consent) to contact each recipient. You will not send unsolicited bulk or spam email, and you will comply with applicable anti-spam and e-privacy law (e.g. UK PECR, EU ePrivacy, CAN-SPAM) and with the acceptable-use policy of our email-delivery provider. We may throttle, suspend or block sending to protect deliverability, the service or other customers, and we may pass through abuse or complaint notices from our provider.
7. Fees
Fees, billing frequency and any trial or design-partner terms are as agreed in your order or sign-up. Unless stated otherwise, fees exclude taxes and each party handles its own tax obligations. Where Fondera invoices a business established outside France, the supply is generally outside the scope of French VAT and you are responsible for any tax due in your own jurisdiction.
8. Warranties and disclaimers
We provide the service with reasonable skill and care. Except as expressly stated, the service is provided "as is"; we do not warrant that it will be uninterrupted or error-free, nor that AI output will be accurate or fit for any particular purpose. Nothing in these Terms excludes liability that cannot be excluded by law.
9. Limitation of liability
We are not liable for indirect, special or consequential loss, or for loss of profit, goodwill, business or data beyond our backup obligations. Subject to the next sentence, our total aggregate liability in connection with the service in any 12-month period is limited to the fees you paid in that period, or, where no fees are payable, to £100. Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited by law.
10. Indemnity
You will indemnify Fondera against claims arising from your Customer Data, your use of the service in breach of these Terms, or any document you finalise, send or execute using output generated by the service.
11. Term, suspension and termination
These Terms apply while you use RightsDesk. Either party may terminate on the notice set out in your order, or absent an order on 30 days' notice. We may suspend or terminate for material breach not cured within 14 days, or immediately for unlawful use or non-payment. On termination your licence ends; you may export your Customer Data, after which we delete it in line with the Data Processing Agreement.
12. Changes
We may update the service and these Terms; material changes will be notified, and continued use after the effective date constitutes acceptance. Prior versions are available on request.
13. Confidentiality
Each party will keep the other's non-public information confidential and use it only to perform these Terms.
14. Governing law
These Terms are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.
15. Entire agreement
These Terms, the Data Processing Agreement, and any order form are the entire agreement between the parties on their subject matter and supersede prior understandings.