Contract between users

1. Parties

The only parties to this agreement are the Consumer and Content Provider participating in a Transaction, as defined below. Neither Projekt Freyja Ltd nor any of its subsidiary companies is a party to this agreement and neither Projekt Freyja Ltd nor any of its subsidiary companies grants any rights in respect of, nor participates in, any Transaction, except that Projekt Freyja Ltd or any of its subsidiary companies may act as a payment intermediary in accordance with the Users’ instructions set out in section 5 of this agreement.

2. Introduction

This Standard Contract between Users ("this agreement") sets out the terms which govern each transaction between a supplier and consumer of Content on Freyja.
Each time a Transaction is initiated on Freyja, this Standard Contract between Users will apply to the exclusion of any other terms which the Users may propose, and this Standard Contract between Users will legally bind the Users participating in the Transaction.

3. Defined terms

In this agreement, defined terms have the same meanings given to them in the TERMS OF USE FOR ALL USERS. In addition:

"Freyja Fee" means the fee charged to Content Providers in accordance with section 5 of the Freyja TERMS OF USE FOR CONTENT PROVIDERS.
"Tax" shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction.
“Transaction” means either a Content Transaction or any tips paid from a Consumer to a Content Provider, as the case may be; and
"Consumer Payment" means (i) any and all payments made by a Consumer in respect of any Transaction, and (ii) any and all tips;
"VAT" means United Kingdom value added tax and any other tax imposed in addition to or in substitution for it at the rate from time to time imposed and any equivalent or similar governmental, state, federal, provincial, or municipal indirect tax, charge, duty, impost or levy in any other jurisdiction.

4. Pricing and payment

By entering into a Transaction, the Consumer agrees to pay the Consumer Payment applicable to the relevant Transaction in accordance with the pricing published in the Content Provider's account plus any VAT which is applicable.
The Consumer and Content Provider participating in the Transaction authorize Projekt Freyja Ltd or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Consumer Payment and any applicable VAT, to deduct the Freyja Fee, and to pay out the sums due to Content Providers, as described in the Freyja TERMS OF USE FOR CONTENT PROVIDERS.

5. License of Content

Once the Consumer has made the Consumer Payment for a Content Transaction, the Content Provider grants to the Consumer a limited license to access the applicable Content of that Content Provider to which the Content Transaction relates (the "Relevant Content").
This license is non-transferable, non-sublicensable and non-exclusive, and permits the Consumer to access and view the Relevant Content on the Consumer's personal device and via a normal web browser (and to make a temporary copy of such Content only to the extent that this is an incidental and technical process forming part of the Consumer's accessing the Content (i.e. caching)), in accordance with the Freyja ACCEPTABLE USE AND CONTENT POLICY.

6. Expiry of license

The license granted to a Consumer in relation to the Relevant Content will expire automatically without notice in the following circumstances:

if the Consumer Payment related to the Content Transaction was unsuccessful, or is charged back or reversed for any reason;
in respect of pay-per-view Content, once the Consumer has completed viewing the Content;
in respect of Subscriptions, at the end of the subscription period, unless the Subscription is configured to automatically renew;
if the Consumer's Consumer account is suspended or terminated for any reason;
if the Consumer acts in breach of the Freyja ACCEPTABLE USE AND CONTENT POLICY (whether in relation to the Relevant Content or at all);
if the Content is removed from the Content Provider's user account;
if the Consumer closes their Freyja User account.

7. Content Ownership

The Consumer participating in the Content Transaction acknowledges and agrees that the license of the Relevant Content provided in section 6 of this agreement does not result in the Consumer acquiring any rights in or to the Relevant Content, which rights shall be retained by the Content Provider of the Relevant Content.

8. Obligations between Content Provider and Consumer

In respect of every Transaction:

The Consumer and the Content Provider participating in the Content Transaction agree to comply at all times with the Freyja ACCEPTABLE USE AND CONTENT POLICY in relation to the Relevant Content, including when accessing, viewing and interacting with it.
The Consumer participating in the Content Transaction agrees to make the Consumer Payment required to access, view or interact with the Relevant Content, and agrees not to initiate a chargeback other than if the Consumer disputes the Content Transaction in good faith.
The Content Provider participating in the Content Transaction agrees to make the Relevant Content available to the Consumer once the Consumer has made the Consumer Payment applicable to the Relevant Content.
The Content Provider warrants (makes a legally enforceable promise) that it possesses all necessary rights in and to the Relevant Content sufficient to license it to the Consumer in the territory in which the Consumer will be accessing the Relevant Content and has obtained any and all permissions and consents needed to grant the license in section 6 of this agreement.
The Content Provider is solely responsible for creating and uploading the Relevant Content. The Content Provider provides no guarantees that it will continue to create and upload Relevant Content on an ongoing basis.
Unless there has been negligence or other breach of duty by the Content Provider, the accessing by the Consumer of the Content Provider's Content is entirely at the Consumer's own risk.

9. No guarantees

The Consumer participating in the Content Transaction acknowledges that Content Providers may add and remove Content at any time from their Content Provider account, and that Content Providers have the discretion to decide what sort of Content to make available on their account, subject to the terms of the Freyja ACCEPTABLE USE AND CONTENT POLICY.
The Consumer participating in the Content Transaction acknowledges that there may be circumstances where it is not possible for the Consumer to access to Relevant Content to be provided under the Content Transaction, including:

if the Content Provider's account is suspended or deleted;
if the Consumer's account is suspended or deleted;
if the availability of all or any part of Freyja site is suspended or inaccessible; or
if the Content Provider is unable to create or upload Relevant Content in the future.

10. Cancellation and refunds for Content Transactions

In respect of every Content Transaction:

The Consumer acknowledges that the Content Transaction will result in a supply of the relevant Content to the Consumer before the end of the period of 14 days from the date when the Content Transaction is entered into, and the Consumer gives his or her express consent to this and confirms to the Content Provider that he or she is aware that any statutory right to cancel the Content Transaction which the Consumer has under the Consumer Rights Act 2015 or any other applicable law will therefore be lost.
This agreement does not affect any statutory right to receive a refund from the Content Provider which a Consumer may have under the Consumer Rights Act 2015 or any other applicable law.

11. The Consumer can always end the Consumer’s contract with the Content Provider

The Consumer’s rights when the Consumer ends the contract will depend on what the Consumer has bought, whether there is anything wrong with it, how the Content Provider is performing and when the Consumer decides to end the contract:

If what the Consumer has bought is faulty or misdescribed the Consumer may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of the Consumer’s money back);
If the Consumer wants to end the contract because of something the Content Provider has done or has told the Consumer the Content Provider is going to do, see section 12;
If the Consumer has just changed the Consumer’s mind about the product, see section 13. The Consumer may be able to get a refund if the Consumer is within the cooling-off period, but this may be subject to deductions;
In all other cases (if the Content Provider is not at fault and there is no right to change the Consumer’s mind), see section 16.

12. Ending the contract because of something the Content Provider has done or is going to do

If the Consumer is ending a contract for a reason set out at (a) to (e) below the contract will end immediately and the Content Provider will refund the Consumer in full for any products which have not been provided and the Consumer may also be entitled to compensation. The reasons are:

the Content Provider has told the Consumer about an upcoming change to the product or these terms which the Consumer does not agree to;
the Content Provider has told the Consumer about an error in the price or description of the product the Consumer has ordered and the Consumer does not wish to proceed;
there is a risk that supply of the products may be significantly delayed because of events outside the Content Provider’s control;
the Content Provider has suspended supply of the products for technical reasons, or notifies the Consumer that the Content Provider is going to suspend them for technical reasons, in each case for a period of more than 3 weeks; or
the Consumer has a legal right to end the contract because of something the Content Provider has done wrong.

13. Exercising the Consumer’s right to change the Consumer’s mind (Consumer Contracts Regulations 2013).

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For most products bought online the Consumer has a legal right to change the Consumer’s mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

14. When the Consumer doesn't have the right to change the Consumer’s mind.

The Consumer does not have a right to change the Consumer’s mind in respect of digital products after the Consumer has started to download or stream these.

15. How long does the Consumer have to change their mind?

How long the Consumer has depends on what the Consumer has ordered and how it is delivered.
If the Consumer has purchased digital content for download or streaming, the Consumer has 14 days after the day the Content Provider messages the Consumer to confirm the Content Provider accepts the Consumer’s order, or, if earlier, until the Consumer starts downloading or streaming. If the Content Provider delivered the digital content to the Consumer immediately, and the Consumer agreed to this when ordering, the Consumer will not have a right to change the Consumer’s mind.

16. Ending the contract where the Content Provider is not at fault and there is no right to change the Consumer’s mind

Even if the Content Provider is not at fault and the Consumer does not have a right to change the Consumer’s mind, the Consumer can still end the contract before it is completed. A contract for digital content is completed when the product is downloaded or streamed and paid for. If the Consumer wants to end the contract in these circumstances, just contact the Content Provider to let the Content Provider know. The contract will not end until 1 calendar month after the day on which the Consumer contacts the Content Provider. The Content Provider will refund any advance payment the Consumer has made for products which will not be provided to the Consumer. For example, if the Consumer tells the Content Provider the Consumer wants to end the contract on 4 February the Content Provider will continue to supply the product until 3 March. The Content Provider will only charge the Consumer for supplying the product up to 3 March and will refund any sums the Consumer has paid in advance for the supply of the product after 3 March.

17. How to end the contract with the Content Provider (including if the Consumer has changed the Consumer’s mind)

To end the contract with the Content Provider, please let the Content Provider know by sending a direct message to the Content Provider or send an email to info@projektfreyja.com.

18. How the Content Provider will refund the Consumer

The Content Provider will refund the Consumer the price the Consumer paid for the products by the method the Consumer used for payment.

19. When the Consumer’s refund will be made

The Content Provider will make any refunds due to the Consumer as soon as possible. If the Consumer is exercising the Consumer’s right to change the Consumer’s mind then the Consumer’s refund will be made within 14 days of the Consumer telling the Content Provider the Consumer has changed the Consumer’s mind.

20. Governing law and jurisdiction

This agreement is governed by English law and English law will apply to any claim that arises out of or relates to this agreement. The Consumer will also be able to rely on mandatory rules of the law of the country where they live.
Where claims can be brought:

If this agreement is with a Consumer resident in the United Kingdom or the European Union, any claim under this agreement may be brought in the courts of England and Wales or the courts of the country where the Consumer lives.
If this agreement is with a Consumer resident outside of the United Kingdom or the European Union any claim under this agreement must be brought in the courts of England and Wales, unless Consumer and Content Provider otherwise agree.

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