1. Introduction
This User Contract is a legal document which sets out your rights and obligations, and those of Civilian Industries PLC ("we" or "us"), in relation to this site (“Bandstocks”) and the services offered by us through it. You must take the time to read and understand it. By registering for or using Bandstocks, you accept that you are entering into a contract with us on the terms of this User Contract. You should be aware that this User Contract may change from time to time in accordance with paragraph 24 below.
2. Bandstocks and its different types of user
These are the types of Bandstocks user:
Our “How It Works” pages and the FAQs available on Bandstocks provide further information about our service; you should consult them if you have queries or issues about Bandstocks.
Please note that Bandstocks is only to be used by people who are reasonably skilled in web and Internet usage. Please also note that although Bandstocks has been thoroughly tested before being launched in April 2008, (especially with regard to the collection of financial data and the recording of financial transactions), it is a new service and there may be aspects of it that are not completely final, that have minor bugs or which may be difficult to use. Users must take account of this. If there are aspects of Bandstocks that you find difficult to use, it will help us to improve the service if you tell us by e-mailing us at feedback@bandstocks.com.
Artists, Visitors, Supporters and Investors are collectively referred to as “Users” in this User Contract. When Artists, Supporters and Investors register for Bandstocks, they each establish a “Bandstocks Registration”.
3. Bandstocks Registration
The three types of registered Bandstocks User are Artist, Support and Investor.
You must be at least 13 years old to register as an Artist, but if you are less than 18, you will need to contact us before submitting an Album Project for approval or entering into an Artist Contract.
You must be at least 13 years old to register as a Supporter.
You must be at least 15 years old and a resident of the United Kingdom to register as an Investor
If you register as an Artist, you may also register either as an Investor or as Supporter using the same e-mail address that you used to register as an Artist.
If you make a Bandstocks Registration, you agree to do so using accurate and current information about yourself – including your correct name, address and any other requested details. We do not ask for or take any credit, debit or charge card details (“Payment Details”) from you during a Bandstocks Registration process. Investors will be asked for their Payment Details when they put money into their Investor Accounts or when they apply to buy Bandstocks. Users other than Investors will only be asked for Payment Details if and when they wish to buy goods or services offered from time to time through Bandstocks. Whenever you give Payment Details, you must ensure that (a) you are fully entitled to use that card, and (b) it has available funds sufficient to cover the charges which are deducted from it. Users should keep their Payment Details up-to-date through their Bandstocks Registration. Payment details are retained by our third party payment provider (Optimal Payments Limited). We do not have access to and therefore do not retain your Payment Details.
As part of the Bandstocks Registration process, you will receive a verification email, the purpose of which is to take reasonable steps to ensure that the email address you have nominated during registration is controlled by you. That email contains simple instructions which you must follow. Please note that we may accept or decline applications to join Bandstocks. If a Bandstocks Registration is rejected, then we will delete from our systems all information provided by that applicant as part of the Bandstocks Registration process.
Bandstock Registration is free.
If we offer new or ancillary services from time to time which require the payment of fees - either to us or a nominated third party - or if we offer goods for sale, the payment terms for those goods or services will be provided to you at the time and it will be up to you whether you accept them or not .
4. Artists and their Tracks
Artists who have completed a Bandstocks Registration may open an Artist page and appear on the Bandstocks site. Before submitting an Album Project, Artists will be asked to agree to a non-binding statement of intent indicating that they are prepared to enter into the Bandstocks Artist Contract if their Album Project is accepted for inclusion in the Investment Stage of the site. If you are an artist interested in submitting an Album Project to Bandstocks, you should read the Artist Contract, How it Works and Artist FAQs. If you want to discuss the Bandstocks process with us before signing up, please e-mail us at artists@bandstocks.com . Artists submitting an Album Project can upload their music (“Track(s)”) onto Bandstocks for streaming by other Users.
Artists must ensure that (a) each Track is provided for streaming at the encoding rate specified by us, (b) Tracks do not infringe anyone else’s rights, (c) Tracks (including the underlying songs) are available without payment by Bandstocks for streaming free of charge to Users through Bandstocks and (d) Tracks otherwise conform to our policies notified to the Artist, from time to time. Users acknowledge that we will be entitled (a) to check that individual Tracks comply with our encoding rates and are otherwise compliant with our requirements; and (b) to reject any Track that is found not to be compliant.
Tracks constitute “User Content” for the purposes of paragraph 8 (Intellectual Property) below.
Artists should read this User Contract in conjunction with their Bandstocks Artist Contract. If there is any inconsistency between them, the Bandstocks Artist Contract takes precedence over this User Contract.
5. Investor Accounts
An Investor Account is automatically opened for each Investor who completes the Bandstocks Registration.
Money in Investor Accounts is held in a general trust account at our bank, Coutts and Co. This trust account has been set up to hold money belonging to Investors until Investors apply for specific Bandstocks (i.e. the stocks themselves as opposed to the Bandstocks web service) under an Investment Memorandum. By using a trust account Investors’ money is kept separate from our money.
Investors will be charged a processing fee when they put money into an Investor Account and when they withdraw it. Once funds are in an Investor Account, there are no additional processing fees when Investors apply for Bandstocks under an Investment Memorandum or when Investors are issued with Bandstocks following a successful application. Investors can withdraw money from their Investor Account at any time.
The processing fee is 20 pence per transaction plus 4% of the amount transferred – so, for example, if an Investor wants to put £10 into an Investor Account, they will be charged £10.60 or if an Investor wants to put £100 into an Investor Account, the charge will be £104.20 (i.e. the processing fee element is proportionately lower if the whole sum is deposited in a single transaction). Investors should also be aware that some credit card companies may treat the funding of an Investor Account as a cash advance for which they may charge you.
When an Investor applies under an Investment Memorandum to buy Bandstocks, the balance in that Investor’s Investor Account must be at least as much as the price of the Bandstocks that the Investor is applying for, namely £10 for each Bandstock. This price is referred to below as “the Purchase Price”. The Purchase Price is transferred from the Investor’s personal Investor Account when the Investor applies to buy Bandstocks, but remains in our general trust account, separate from our own money, until the end of the Offer Period (as referred to and defined in the Investment Memorandum).
If an Investor applies to buy Bandstocks using money in an Investor Account and our offer under the Investment Memorandum does not go ahead, the whole of the Purchase Price is returned to the Investor’s Investor Account at the end of the Offer Period. If Bandstocks are issued to the Investor at the end of the Offer Period, the Purchase Price for the Bandstocks that are issued is then transferred to a separate account established for the relevant Album.
No processing fee is deducted when money is transferred out of a personal Investor Account after an Investor applies for Bandstocks or back to a personal Investor Account if the offer fails or into the separate account established for the relevant Album if the offer goes ahead.
Money in Investor Accounts may also be used by Investors to buy premium record packages, special limited editions and other goods and services offered through Bandstocks from time to time.
6. Buying products on Bandstocks
You may wish to buy various products that we may offer through Bandstocks from time to time, such as audio recordings, video recordings, t-shirts and other merchandise (“Bandstocks Products”).
You have the right to cancel your order for a Bandstocks Product, during the period of 7 working days following the first working day after the day on which you receive it. A working day is any day except Saturday, Sunday and UK public holidays. You can cancel your order for a Bandstocks Product during this “Cooling Off Period” by emailing cancellation@bandstocks.com.
If you cancel during the Cooling Off Period then you must return the Bandstocks Product to us at your own cost within 14 days of the date you cancelled. You must take reasonable care of the Bandstocks Product while it is in your possession. If you cancel during the Cooling Off Period and return the Bandstocks Product in good condition, then you will receive a refund of the price you paid for the Bandstocks Product. If you fail to return the Bandstocks Product in good condition to us within 14 days, then you will continue to be responsible for payment of the price of the Bandstocks Product.
However, please note that you may not cancel an order for Bandstocks Products that are audio recordings (such as CDs and vinyl records) and video recordings (such as music videos) once you have unsealed the product.
The Bandstocks themselves (i.e. the loan stocks) bought under an Investment Memorandum are not Bandstocks Products for the purposes of this paragraph 6: Investor’s cancellation rights in relation to Bandstocks are dealt with separately in the Investment Memorandum.
7. Gifts
You will find instructions on how to give a gift through Bandstocks at the
"How to give Bandstocks as Gifts" link. You must have an Investor Account and be signed in to
access that link and to give a gift. When you submit your instruction to buy someone a gift,
the amount that you wish to give will be taken out of your Investor Account and placed in a separate
"gift pending" account until it is claimed by the recipient at which point it will be transferred to
the recipient's account (which must also be an Investor Account). If the recipient does not claim
their gift within 60 days of the date on which it is issued, you (as the giver of the gift) may ask
us to return the amount of the gift from the gift pending account back to your Investor Account.
Other than the usual processing fee charged for putting money into your Investor Account, there are
no additional processing fees for moving money between your Investor Account, the gift pending account
and the recipient's Investor Account. A gift made through Bandstocks is simply a present of money made
from one Investor Account to another Investor account: you may wish to tell the recipient what you
intend him or her to do with it, but the recipient is free to use that money as he or she chooses
which includes using the money to apply for Bandstocks (in which case the recipient must make sure
he or she understands and agrees to the terms of the relevant Investment Memorandum),
using it to buy CDs or merchandise through Bandstocks or taking the money (less the applicable processing fee)
out of the recipient's Investor Account.
8. Intellectual Property
Any text, audio, audio-visual or other material that is associated with a User, or with a User’s Bandstocks Registration, is referred to as “User Content” from here on.
By uploading User Content onto Bandstocks, a User expressly:
You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to Bandstocks and User Content are owned by, or subject to exclusive licenses in favour of, us or the relevant User. It is easy to copy material which appears on web-sites, but this does not mean it is legal. Therefore, no-one may copy, distribute, show in public or create any derivative work from Bandstocks, or any of the material which is found on Bandstocks unless properly licensed to do so by us under a separate written contract.
9. Ending use of Bandstocks.
Users can stop using Bandstocks at any time. Stopping use does not imply a User’s right to remove User Content from Bandstocks.
If you cancel your Bandstocks Registration, or we cancel it for any reason, or you stop using Bandstocks, you remain responsible for performing your obligations under this User Contract, and the rights granted to us under paragraph 8 of this User Contract will not be terminated as a result except as follows.
If you are an Artist and you wish to cancel our licence to stream any of the Tracks which you have uploaded, you may do this at any time by e-mailing us at artists@bandstocks.com and telling us to remove the Track from Bandstocks and we will do so as soon as we can. If, however, you have signed an Artist Contract, our rights in Tracks which form part of your Album Project will be governed by the Artist Contract, not by this User Contract so the cancellation right above only applies to Tracks which are not covered by an Artist Contract. In particular, once Tracks are included in a project for which Bandstocks are being offered, they will not generally be removed from the site during the offer period.
10. Privacy policy.
Our privacy policy forms part of this User Contract, and by agreeing to this User Contract, you also give your consent to the way we may handle your personal data in that policy. The privacy policy can be found here.
11. Our Role.
You acknowledge that we are not and cannot be responsible for the behaviour of Users - whether on Bandstocks or outside of it. In particular, you should be aware that Bandstocks does not generally pre-screen or monitor User Content . Accordingly, you acknowledge that you may be exposed to User Content that is offensive, indecent, objectionable, or otherwise infringes the requirements of this User Contract or the law. Under no circumstances will we be liable in any way for User Content.
We are not a party to, and shall not be involved in or responsible for, transactions, agreements and/or disputes between Users arising in connection with the use of Bandstocks.
12. Children using Bandstocks
Users must be at least 13 to register as an Artist or Supporter and at least 15 to register as an Investor. Users under the age of 18 should be extremely careful when making contact with other Bandstocks Users and should also be very careful when posting anything on or sending messages through Bandstocks. In particular Users under 18 should not give out information or post content without the permission of a parent or guardian and should never make public through Bandstocks their e-mail address, their school, their home address or telephone number or anything else (for example details of an arrangement to meet friends) through which they may be located by other Users of Bandstocks. This type of information should never be sent in private messages to other Users through Bandstocks either.
The learn more pages of Bandstocks contain further advice and recommendations for children and parents about using Bandstocks safely.
If a User sees or experiences any User Content which raises concerns about the protection of children using Bandstocks, please notify us – providing full details of the material in question – at abuse@bandstocks.com
Parents or guardians and others aged 15 or more, may (if they are residents of the UK) register as Investors with a view to buying Bandstocks as a trustee for (or on behalf of) their own children or others under the age of 15, but in doing so, they agree that they (the Investors) are responsible for all activities conducted through that Bandstocks Registration. We do not ask for details of or keep records of any arrangements made by Investors to hold Bandstocks on trust for or on behalf of others: our obligations in those circumstances are to the Investors, not their beneficiaries and we would not become involved in questions or disputes about those arrangements unless we were required by law to do so.
13. Unavailability
From time to time, Bandstocks or User Content may be unavailable. We cannot guarantee continuous access to Bandstocks or to User Content. However, we will strive to ensure that the periods of planned unavailability, which you will be informed of when you access Bandstocks at the relevant time, are kept to a minimum.
14. Software.
We may make available to Users the ability to use certain Bandstocks and third party software (collectively, the “Licensed Material”) as part of their use of Bandstocks. It is to be used in accordance with our FAQs and other service documentation available on the Bandstocks site. The Licensed Material may not be copied or distributed, or used for any purpose other than using Bandstocks in accordance with this User Contract. You may not reverse engineer, decompile or disassemble any of the Licensed Material except to the extent expressly permitted by applicable law. Third party software and associated documentation comprised in the Licensed Material is subject to the licensing conditions imposed by the proprietors of that software.
15. Misuse.
We reserve the right (a) to suspend or terminate any User’s access to Bandstocks, or parts of it, and/or (b) to remove from access via Bandstocks any User Content (and any other User Content apparently controlled by the same User) if the relevant User or User Content appears to us to be in breach of any provision of this User Contract.
Each User must ensure that User Content uploaded onto Bandstocks by him/her/them or associated with that User’s Bandstocks Registration, and the use and exploitation of it under this User Contract:
Each User also agrees not to disrupt or interfere with an investment in an Album Project or an Artist’s (or our) commercial objectives.
If a User sees or experiences any User Content, or any content, activity or communication undertaken or appearing on, through or in connection with Bandstocks, that appears to infringe the above, please notify us – providing full details of the material in question – at abuse@bandstocks.com
16. Contact from third parties.
If anyone contacts us in relation to your User Content or content, activity or communication undertaken or appearing on, through or in connection with it, then you agree:
17. Additional services.
We or our affiliates may offer new or additional services through Bandstocks from time to time. Users’ use of those services may be subject to additional terms and conditions, which they must comply with. Provided that those terms are notified to you through Bandstocks in an appropriate manner (as determined by us in our reasonable discretion) when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of this User Contract.
18. Operation of Bandstocks.
We reserve the right to withdraw or modify one or more aspects of Bandstocks, or all of it, where we have legal or commercial reasons to do so. There may also be times when Bandstocks becomes inaccessible as a result of technical difficulties experienced by us or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. For security or other reasons, we may require you to change password or other information which facilitates access to Bandstocks; however, we will never ask you for your password. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.
19. Liability.
20. Indemnity.
21. Suspension.
In addition to the other rights of suspension specified in this User Contract, we are entitled to suspend provision of Bandstocks to a User or the availability of User Content to a User (as the case may be) at any time if:
22. Termination.
In addition to any other termination rights expressed above, this User Contract may be terminated by either party if the other has failed to perform any material obligation required to be performed under this User Contract and that failure is not corrected within 30 days from receipt of written notice advising of that failure from the other party, which notice shall make reference to this paragraph.
23. Assignment.
We reserve the right to assign this User Contract, and to assign or subcontract any or all of our rights and obligations under this User Contract, but will not do so in such a way as to reduce any guarantees you are given under this User Contract. You may not without our written consent assign or dispose of this User Contract, nor subcontract any of your rights and obligations under it.
24. Entire Agreement.
This User Contract, which we believe to be fair and reasonable, is intended to contain your entire agreement with us relating to Bandstocks, except for any fraud or fraudulent representation by either of us.
However:
No oral explanation or oral information given by any party will alter the interpretation of this User Contract. A person who is not a party to this User Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this User Contract.
25. Changes to this User Contract.
We reserve the right to change this User Contract from time to time, and post the new version on Bandstocks. When we do so, we will notify you of the fact that there are changed terms on the main screen (www.bandstocks.com), and the new version of these terms and conditions will take effect, and will govern Bandstocks and your relationship with us:
We will never make changes to the User Contract which adversely affect an Investor’s rights under an Investment Memorandum or an Artist’s rights under an Artist Contract.
26. General.
If any term of this User Contract is held to be invalid or unenforceable by judicial decree or decision, the remainder of this User Contract shall remain valid and enforceable. You and we are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this User Contract. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
27. Law.
This User Contract shall be governed by and construed in accordance with the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts.
28. Keeping this User Contract.
We don’t separately file the individual User Contracts entered into by Users when they register for Bandstocks. Please make a durable copy of this User Contract by printing and/or saving a downloaded copy on your own computer. It is offered in English only.
29. Contact.
We are Civilian Industries PLC, and our address is 17 Shorts Gardens, London, WC2H 9AT. We are a company registered in England and Wales under registration no 05671709. Our VAT registration number is 919 2932 02. Please note that all notices under this User Contract are to be sent and received by email. For this purpose, your notices should be sent to legal@bandstocks.com and we will send our notices to you at the email address you notify to us when you register as a User in your Bandstocks Registration details.