Terms of Service
Terms of Service — RightsDesk
> Draft v1 — Phoenix (Fondera legal), 2026-06-12. Internal draft — Charlie approves before it goes live at rights.fondera.ai/terms. Click-to-accept SaaS terms; doubles as the Fondera↔customer contract (a separate bespoke services agreement is only needed if a design-partner wants special terms — see §15).
Last updated: [DATE ON PUBLICATION]
These Terms of Service ("Terms") govern your access to and use of RightsDesk, a rights-management platform operated by Fondera ([legal entity / Charlie Somerville, auto-entrepreneur, Hermonville, France]) ("Fondera", "we", "us"). By creating an account or using RightsDesk, the agency or business you represent (the "Customer", "you") agrees to these Terms. You warrant 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 and contract drafting. We grant the Customer a non-exclusive, non-transferable, revocable licence to access and use RightsDesk for its internal business purposes during the subscription term.
2. Accounts and security
You are responsible for your users, for keeping credentials confidential, and for activity under your account. Notify us promptly of any unauthorised access. We may suspend access where necessary to protect the Service or other customers.
3. Customer Data
3.1 "Customer Data" means all data the Customer or its users upload to or generate in RightsDesk. As between the parties, the Customer owns all Customer Data.
3.2 The Customer grants us a licence to host, process and display Customer Data only as needed to provide the Service. Where Customer Data includes personal data, the Data Processing Agreement (incorporated by reference) applies and we act as processor.
3.3 The Customer is responsible for the accuracy, legality and rights to use the Customer Data, and warrants it has all necessary rights and consents to upload it.
4. AI features
4.1 RightsDesk uses AI to normalise 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.
4.2 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. (See the in-app disclaimer you must accept before generating contracts.)
5. Intellectual property
Fondera owns and retains all intellectual property rights in RightsDesk — the platform, software, templates, models, designs and all improvements — and nothing in these Terms transfers any of those rights to the Customer. Feedback you give us may be used to improve the Service without obligation to you. The Customer's rights are limited to the licence in §1. The Customer retains all rights in Customer Data (§3).
6. Acceptable use
You will not: reverse-engineer, resell or sublicense the Service; upload unlawful, infringing or malicious content; attempt to access other tenants' data; or use the Service to build a competing product. Each tenant's data is isolated; any attempt to circumvent that isolation is a material breach.
7. Fees
Fees, billing frequency and any trial or design-partner terms are as agreed in your order or sign-up. [Pricing to be confirmed — Charlie owns pricing.] Unless stated otherwise, fees exclude taxes; 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 the Customer is responsible for any tax due in its 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 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
9.1 We are not liable for indirect, special or consequential loss, or for loss of profit, goodwill, business or data (beyond our backup obligations).
9.2 Subject to §9.3, our total aggregate liability arising out of or in connection with the Service in any 12-month period is limited to the fees paid by the Customer in that period (or, where no fees are payable, to £100 / €100).
9.3 Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot be limited by law.
10. Indemnity
The Customer will indemnify Fondera against claims arising from the Customer Data, the Customer's use of the Service in breach of these Terms, or any document the Customer finalises, sends or executes using output generated by the Service.
11. Term, suspension and termination
These Terms apply while you use RightsDesk. Either party may terminate on notice as set out in the 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 Customer Data, after which we delete it per the DPA.
12. Changes to the Service or Terms
We may update the Service and these Terms; material changes will be notified, and continued use after the effective date constitutes acceptance. We will keep prior versions 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
[To confirm with Charlie. Recommended: England & Wales for UK customers (aligns with the foreign-rights licence template and the customer base), with the courts of England and Wales having exclusive jurisdiction; consider French law for any French/EU customers. Pick one default and note the alternative.] These Terms are governed by the law of [England and Wales] and the parties submit to the exclusive jurisdiction of its courts.
15. Design-partner / bespoke terms
Where a customer (e.g. a design partner) is offered free or preferential access, those commercial terms are set out in a short order or side letter that supplements — but does not replace — these Terms; the IP, liability, data and AI provisions above still apply.
16. Entire agreement
These Terms, the DPA, and any order form are the entire agreement between the parties on their subject matter and supersede prior understandings.
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> Open items for Phoenix before publication: (1) governing-law decision (§14) — recommend England & Wales default; (2) legal-entity name throughout; (3) pricing/billing wording (§7) once Charlie sets it; (4) align liability cap with whatever Charlie is comfortable underwriting; (5) confirm whether a separate signed MSA is wanted for Emily or click-through suffices (§15).