Premium Direct Service Payment Terms

These terms and conditions were updated on 17th June 2026.

These Terms and Conditions constitute a legal agreement (“Agreement” or “Direct Service Payment Terms”) between you (if you are a sole trader) or your business (if you are signing up on behalf of a company or other legal entity) (the “Seller”, “you” or “your”) and Music Glue Limited, a company incorporated in England and Wales under company number 05946870 whose registered office is at 86-90 Paul Street, London, EC2A 4NE (“Music Glue”, “we”, “us”, or “our”).

Under the separate Music Glue Premium - Seller T&Cs (the “Seller Terms and Conditions”), Music Glue makes available its “Music Glue Direct to Consumer” service (“Direct Service”) to sellers who create an account with Music Glue to access and use the Direct Service for the purposes of selling products and merchandise including, without limitation, digital content and physical products to Customers. These Seller Terms and Conditions are incorporated herein by reference and by accepting this Agreement you are also accepting them.

1. Definitions

Authorisation – The process whereby a Customer (or Seller on the Customer’s behalf) requests permission for a Payment Method to be used for a purchase of Seller’s service or product.

Chargeback – A Transaction which is successfully charged back on request of a Customer or the issuing bank pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which a Seller has been paid or was due to be paid.

Customer – A person or entity that requests to purchase or has purchased the Seller’s products or services.

Payment Method – A method of enabling payments by Customers to Sellers.

Processor – Adyen N.V as further described in clause 3.

Scheme Owner – The party offering and/or regulating the relevant Payment Method.

Scheme Rules – The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which the Seller must comply when using the relevant Payment Method.

Settlement – The payment by Processor to Seller of amounts received by Processor for Transactions validly processed for Seller, minus the amounts for refunds and chargebacks, and any fees.

Transaction – An Authorisation request of a Customer for a payment from the Customer to the Seller submitted by Seller to Processor.

2. Scope

2.1 Music Glue via its Direct to Consumer Payment Service (“Direct Service Payments” or the “Payment Services”) will perform the following activities and assume the following responsibilities with respect to the procurement and use of the Processor, as described more fully in this Agreement:

2.1.1 connect the Direct Service to the Processor’s Platform to enable you to use the Processor’s Services via the Direct Service;

2.1.2 enable you to apply for the Processor’s Services via the Onboarding Process on its website in accordance with Sub-Merchant Onboarding Process and KYC Requirements;

2.1.3 set up and manage the settings and configurations for you on the Processor’s Platform, including fraud tool settings;

2.1.4 use its commercially reasonable efforts to provide support to you in using the Processor’s Services.

2.2 You hereby designate Music Glue as your authorised representative towards the Processor with respect to your use of the Processor’s Services and as such you authorise Music Glue to access and use your data processed on the Processor’s Platform.

3. Processor

3.1 The Processor is Adyen N.V., a technical services provider organised under the laws of the Netherlands. The processing and settlement of Transactions (“Payment Processing”) is carried out by the Processor under a separate set of terms and conditions, (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.

3.2 The Processor’s services are the collective set of payment processing, fraud control, reconciliation, reporting, settlement and other services as provided by Processor to enable you to use Payment Methods to receive payment from your Customers.

3.3 Music Glue is representing you towards the Processor with respect to your use of the Processor’s Services and the Processor may assume that Music Glue is authorised and mandated by you to use the Services, submit Transactions on your behalf and in accordance with permissions and instructions which Music Glue will obtain from you.

4. Registration and KYC check

4.1 The Payment Services are only made available to persons that operate a business selling goods and services. You may not use the Payment Services for non-commercial, personal, family, or household purposes. To use the Payment Services for your business, you are required to register for a Payments Account.

4.2 You may register as an individual (sole trader) or as a company or other legal entity. If you register as a company or other legal entity, you must be authorised to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term "Seller", “you” or “your” will mean you, the natural person acting as a business, if you are a sole trader, or if you have registered as a company or other legal entity, it will mean that entity. You understand that by registering for a Payments Account, you are also registering for a Processor Account under the Processor Terms and that you are simultaneously providing your information to Music Glue for the purpose of opening a Payments Account, and to the Processor for the purpose of establishing your Processor Account.

4.3 When you register for a Payments Account, we will collect information about you or the entity, the individuals associated with the entity, and the relevant bank account. We may require additional information and supporting documentation as we and/or the Processor may reasonably determine to need to ensure compliance with KYC requirements, applicable laws and regulations. We reserve the right to hold funds in your Payments Account while awaiting the information requested above.

4.4 You agree that Music Glue is permitted to contact and share information about you and your application (including whether you are approved or declined), your Payments Account, and the Processor Account with the Processor and other third parties in order to perform the Payment Services. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Payment Services; (iii) to create and update our and their records about you, and to assist us and them in better serving you; and, (iv) to conduct our and their risk management process.

5. Fraud Control

5.1 All Transactions processed as part of the Payment Services will be screened by Processor’s Fraud Control Tool, which performs a number of checks on a Transaction and attaches a resulting total score to the Transaction, which represents the likelihood of the Transaction being fraudulent. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent.

5.2 We will technically manage the settings of the Fraud Control Tool on your behalf, and reserve the right to cancel and refund transactions that we have reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.

6. Receiving Your Funds

6.1 The Processor will settle available funds on your Payments Account to the designated bank account of your choice (withholding applicable fees as agreed with you individually and settling those to Music Glue’s account) based on payment triggers sent by Music Glue to the Processor.

6.2 In addition to the fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, Scheme Owner, financial institution, or other financial intermediary resulting from your use of the Payment Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.

6.3 Although Transaction proceeds are settled directly to your Payments Account, Music Glue may be designated as the liable account with the Processor, and where Music Glue incurs refunds, chargebacks, reversals, fines, fees or other liabilities in connection with the Seller’s Transactions, those amounts are recoverable from the Seller.

6.4 If a negative balance occurs on your Payments account as the result of refunds, chargebacks, or any penalties and fines, these will be collected as set out below.

7. Our Collection Rights

7.1 To the extent permitted by law, we may collect any obligations you owe us under this Agreement, the Seller Terms and Conditions, or arising in connection with your use of the Payment Services by: requesting that the Processor deduct the corresponding amounts from funds otherwise payable to you; charging any payment method associated with your Payments Account; or issuing an invoice to you, which shall be due and payable within 5 Business Days.

7.2 Your failure to pay amounts owed on demand constitutes a breach of this Agreement. You will be liable for our reasonable costs of collection, including legal fees and expenses.

7.3 Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.

7.4 In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees and other third-party charges.

7.5 You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Music Glue by you. Such communication may be made by Music Glue or by anyone on its behalf, including, but not limited to, a third-party collection agent.

8. Contesting Chargebacks

8.1 Music Glue may contest chargebacks assessed to your account. We do not assume any liability for our role.

8.2 You grant us permission to share records or other information required with the Customer, the Customer’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed.

8.3 If the Customer’s issuing bank or the Scheme Owner does not resolve a dispute in your favour, we may recover the chargeback amount and any associated fees from you as described in this Agreement.

8.4 We will charge a £15 fee for mediating or investigating chargeback disputes. We reserve the right, upon notice to you, to amend that charge.

9. Scheme Rules

9.1 You are required to comply with the applicable Scheme Rules as set by the Scheme Owners and as modified by the Scheme Owners from time to time. The Scheme Rules for Visa, MasterCard and American Express are available on the Internet at the following links: Visa, MasterCard and American Express. Insofar as the terms of this Agreement and/or the Processor’s Terms are inconsistent with the Scheme Rules, the Scheme Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Scheme Rules.

10. Taxes

10.1 You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payment Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in Customers’ jurisdictions, your jurisdiction or elsewhere. Music Glue retains the right, but not the obligation, to complete and file tax or related reports with tax authorities where required to do so under applicable law, as determined by Music Glue, including where Music Glue is acting as a deemed supplier or otherwise has a legal or regulatory reporting obligation in respect of Transactions. You hereby indemnify and hold Music Glue harmless from and against any and all liability related to Taxes and filings made by Music Glue in respect thereof.

10.1.1 Where Music Glue is required to collect and remit VAT under applicable law (including as a deemed supplier), such VAT may be collected from Customers and remitted by Music Glue.

10.1.2 For the avoidance of doubt, Music Glue does not collect or remit VAT on your sales in the United Kingdom and does not act as a deemed supplier for UK VAT purposes unless required to do so by applicable law.

10.2 If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

11. Privacy

11.1 Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy and the Processor’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are hereby incorporated into this Agreement. You agree that Music Glue’s Privacy Policy and the Processor’s Privacy Policy may be modified at Music Glue’s or the Processor’s option, if necessary, and you will check each Privacy Policy on a regular basis. We will at all times comply with the provisions of applicable data protection law, including the UK General Data Protection Regulation (“GDPR”) and Data Protection Act 2018, as applicable. If we process any of your personal data when performing our obligations under this Agreement, we will do so as a “data controller”, as defined by the UK GDPR. If we process any Customer Data on your behalf, we and you both agree that it is our intention that you shall be the “data controller” and we shall be the “data processor” in relation to that data, as those terms are defined in the UK GDPR. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time. Additionally, you acknowledge that the Processor acts as a “data processor”, or as otherwise agreed between you and the Processor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.

12. Term

12.1 The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues for as long as you use the Payment Services or until terminated by you or by Music Glue.

12.2 You may terminate this Agreement by closing your Payments Account at any time by contacting your account manager or support@musicglue.com. We may terminate this Agreement and close your Payments Account at any time, for any reason, upon notice to you. We may suspend your Payments Account and your access to the Payment Services and any rights in respect of your Payments Account, or terminate this Agreement, at any time, for any reason, including if: (i) we determine that you may be ineligible for the Payment Services because of the risk associated with your Payments Account, including, without limitation, significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or, (iii) upon request of the Scheme Owner or the Processor. Termination of the Processor Terms may, at the discretion of Music Glue, result in the termination of this Agreement. Termination of this Agreement shall entitle Music Glue to cause the Processor to terminate the Processor Terms.

12.3 If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with the Payments Account. Upon your acceptance of the terms of service of such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.

12.4 Upon termination and closing of your Payments Account, we will immediately discontinue your access to the Payment Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Payment Services. You will not be refunded the remainder of any Fees that you have paid for the Payment Services if your access to or use of the Payment Services is terminated or suspended. Any remaining funds will be paid out to you subject to the terms of your Payout Schedule.

12.5 Termination does not relieve you of your obligations as defined in this Agreement, and the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.

12.6 Upon termination you agree: (i) to immediately cease your use of the Payment Services; (ii) to discontinue use of any Music Glue or Processor trademarks and to immediately remove any Music Glue or Processor references and logos from your website; (iii) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Payment Services, or any termination or suspension of the Payment Services, or deletion of your information or account data; and, (iv) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Payment Services prior to termination.

13. Your Liability and Indemnification Concerning Liabilities

13.1 Nothing in this Agreement shall serve to limit your liability under the Processor’s Terms or Payment Terms. You are obliged to fulfil your obligations under this Agreement and those under the Processor Terms and Seller Terms and Conditions.

13.2 Music Glue has agreed to indemnify and hold the Processor harmless for some, and, in some cases, all of your liabilities occurring under the Processor Terms, including, but not limited to, disputes (including, but not limited to, chargebacks), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as Music Glue becomes liable to the Processor or any other third party in connection with your use of the Payment Services, including where Music Glue is designated as the liable account, for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, the Payment Services, the Payment Processing services, or the Scheme Owner Rules, you agree to indemnify and hold Music Glue harmless from and against any and all such liabilities.

13.3 Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement.

13.4 You agree to indemnify and defend Music Glue, our affiliates, and their respective employees, agents and service providers (each, a “Music Glue Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Music Glue Entity, and you agree to fully reimburse the Music Glue Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of the Payment Services; (iii) negligent or wilful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your Customers; or, (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Processor or any Scheme Owner.

13.5 We will have the final decision-making authority with respect to Claims, including, without limitation, claims for refunds for purchased items that are filed with us by you or your Customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to us.

14. Limitation of Liability and Damages

14.1 In no event shall we or the Processor be liable for any lost profits, loss of data, or any indirect, punitive, incidental, special, consequential or exemplary damages arising out of, in connection with, or relating to this agreement or the Payment Services, including, without limitation, the use of, inability to use, or unavailability of the Payment Services. Under no circumstances will we or the Processor be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the Payment Services or your Payments Account, or the information contained therein.

14.2 We and the Processor assume no liability or responsibility for any: (i) personal injury or property damage of any nature whatsoever, resulting from your access to or use of the Payment Services; (ii) any unauthorised access to or use of servers used in connection with the Payment Services and/or any and all personal information stored therein; (iii) any interruption or cessation of transmission to or from the Payment Services; (iv) any software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the Payment Services; (v) any errors, inaccuracies or omissions in any content or information, for any loss or damage incurred as a result of the use of any content or information, in each case posted, emailed, stored, transmitted, or otherwise made available through the Payment Services; and/or (vi) user content or the defamatory, offensive, or illegal conduct of any third party.

14.3 Without limiting the foregoing provisions of this section, our and the Processor’s cumulative liability to you shall be limited to direct damages, and in all events shall not exceed in the aggregate the amount of fees paid by you to Music Glue during the three (3) month period immediately preceding the event giving rise to the claim for liability.

14.4 This limitation of liability section applies to claims based, including, without limitation, in contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Music Glue or the Processor have been advised of the possibility of such damage.

14.5 The Payment Services are controlled and operated from facilities in the UK and EEA. We make no representations that the Payment Services are appropriate or available for use in other locations. Those who access or use the Payment Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable, foreign and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Payment Services if you are a resident of a sanctioned country embargoed by the UK, or the European Union, or are a foreign person or entity blocked or denied by the governments of the UK or the European Union.

15. Disputes, Choice of Law and Jurisdiction

15.1 You agree that any disputes arising out of or relating to this Agreement or the Payment Services shall be resolved in accordance with this section 15.

15.2 This Agreement is governed by the laws of England and Wales. The exclusive venue for any actions or claims arising under or related to this Agreement shall be at the courts of England and Wales.

16. Right to Amend

16.1 We have the right to change or add to the terms of this Agreement at any time on at least 15 days’ prior written notice, unless a shorter period is required for legal, regulatory or security reasons. Continued use of the Payment Services after such notice constitutes acceptance of the updated terms.

17. Change of Business

17.1 You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name, or the manner in which you accept payment. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five percent (25%) or more of your total assets, or any change in the control or ownership of your or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of your total assets.

18. Parties

18.1 This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.

19. Force Majeure

19.1 No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labour strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.

20. Entire Agreement and Remedies

20.1 These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Music Glue with respect to the provision of the Payment Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Music Glue or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Music Glue and our vendors and suppliers and sets forth your exclusive remedies with respect to the Payment Services and your access and use of the Payment Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

21. Survival

21.1 Any provision that are reasonably necessary to accomplish or enforce the purpose of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement.