UK Voluntary Code of Good Practice on Transparency in Music Streaming
Music industry voluntary code that is a commitment to standards of good practice in relation to music streaming.
Preamble
Transparency fosters trust, and ultimately helps to build a healthier, more sustainable industry.
Intellectual Property Office, Working Group paper, February 2022
Fast paced and ongoing change in how music is distributed and consumed has increased the sophistication of licensing models and the complexity of processing and reporting usage data and associated royalties.
As the music industry continues to adapt to a constantly changing business landscape, we believe that continued dialogue - and clear and transparent sharing of relevant information - is desirable so that any lack of clarity or misunderstandings over methods of calculating and reporting revenues and royalties does not undermine the trust that is essential to a thriving music industry.
At the same time, we acknowledge the legal requirement to operate within the constraints of confidentiality agreements, data privacy laws and competition laws, and not to share information that could have the object or effect of restricting competition or stifling innovation.
This Voluntary Code is agreed by the trade body signatories on behalf of their members as a framework for minimum standards for good practice in their dealings with everyone involved in the music streaming industry, including signed Music Makers, and is focussed on the UK market.
The Code is intended to act as a stimulus for companies and organisations to provide ever better communications with each other and with Music Makers. It seeks to create a race to the top by driving up standards and encouraging parties to be transparent.
For the avoidance of doubt, any failure to abide by this Code shall not constitute a breach of any legislation or any relevant contracts, including licensing, recording, publishing and distribution agreements, which are regulated by their own terms.
Signatories
The following trade associations, membership organisations and collecting societies have signed this Code on behalf of their members:
- Association of Independent Music (AIM)
- British Phonographic Industry (BPI)
- The Digital Entertainment and Retail Association (ERA) on behalf of its digital music service members (DSPs)
- Featured Artists Coalition (The FAC)
- Independent Society of Musicians (ISM)
- The Ivors Academy
- Music Managers Forum (MMF)
- Music Producers Guild (MPG)
- Music Publishers Association (MPA)
- Musicians’ Union (MU)
- Phonographic Performance Limited (PPL)
- PRS for Music
Implementation period
Once the Code is signed, the industry trade body signatories will consult their members and agree an implementation period of at least six months after which the Code will come into effect on an agreed ‘effective date’. The Intellectual Property Office (IPO) will convene meetings of signatory organisations to assure progress during the implementation period.
During the first two years of the Code, signatories will seek to eliminate causes of misunderstandings within the industry, promoting trust via a greater dissemination of information on digital music. After that, signatories will consider how to improve the Code by considering additional commitments on transparency that take account of the changing business landscape.
IPO led review
The IPO will have oversight of the Code and its implementation.
It will convene meetings of signatory organisations every six months following the effective date to consider how the Code is working and whether it is fit for purpose.
The purpose of each such meeting and the business to be conducted will be decided by IPO and will include the level of transparency being implemented across the supply chain and what is good communication and signposting practice in accordance with the Code.
However it is agreed that the sole purpose and focus of the first meeting (six months from the effective date) shall be to review progress on the implementation of the Code at that point.
A formal review of the Code will be convened two years after the effective date to consider Code compliance and qualitatively evaluate the Code’s impacts. This will also be led by the IPO.
Good faith and compliance
All parties commit to acting reasonably, proportionately and in good faith regarding the principles articulated in this Code, taking into account what is reasonably practicable, commercial and proportionate in the relevant circumstances.
In the event that one person or organisation believes that another person or organisation has fallen short of the principles set out in this Code, they will contact that person or organisation directly to discuss their concerns and seek to resolve the matter without further escalation.
Where no resolution is found through direct contact, either/or both parties may decide to contact their relevant trade body which may be able to broker further dialogue and seek to resolve the matter constructively. Trade bodies should keep a record of any involvement they have and may choose to identify common issues at the twice-yearly meetings on the Code.
While those involved in a particular matter are actively engaged in discussions or activities towards its resolution, everyone involved should allow reasonable time for the process, behave with mutual respect and not seek to criticise one another publicly about the particular matter. Trade bodies should help and guide their members in this respect.
Definitions
Throughout this Code, the term ‘Music Makers’ means UK-signed artists, musicians, songwriters, composers, studio producers and other individuals who are operating under UK music contracts which provide for the payment of royalties.
Throughout this Code, the term ‘Rights Holders’ means any entity empowered to license rights to another entity in the digital supply chain, including Label, Publisher, Distributor and Collecting Society.
Throughout the Code, the terms ‘Label’, ‘Publisher’, ‘Distributor’, ‘Collecting Society’ and ‘Digital Service Provider’ (‘DSP’) mean those who are engaged in the activities traditionally associated with these terms, and specifically those with accounting and reporting responsibilities to Music Makers or to other Labels, Publishers, Distributors or Collecting Societies.
‘Collecting Societies’ includes Collective Management Organisations (CMOs), Independent Management Entities (IMEs) (both defined in the Collective Management of Copyright Regulations 2016), and other entities involved in the collective licensing of rights.
Labels, Publishers, Distributors, Collecting Societies and DSPs with accounting and reporting obligations shall be referred to as “Reporting Parties” in relation to such accounting and reporting obligations. These terms include any person or business acting in these capacities, including Music Makers who are self-releasing and have obligations to account or report to other Music Makers, as well as managers and others carrying out these activities.
Music Makers, Labels, Publishers, Distributors and Collecting Societies that receive such accounting and reporting shall be referred to as “Recipient Parties” in relation to their entitlement to receive such reporting and accounting.
1. Contracting with music makers
Labels, Publishers and Managers should work together (in tandem with their lawyers), in so far as is practical and possible, so that when Music Makers assign or exclusively license their rights to Labels or Publishers they are informed, either in the contract or otherwise, as to the scope of rights granted, what royalty information will be shared with them and how, and that they have a right to audit the royalty information from the applicable Label or Publisher.
To that end:
1.1
Labels and Publishers acquiring rights from Music Makers should clearly and strongly encourage them to seek suitable independent legal representation before signing any contract involving the assignment or exclusive licensing of their work.
1.2
Labels and Publishers may sometimes make a contribution towards the costs of legal representation for the Music Maker. Labels and Publishers should clearly state whether they are offering such a contribution and, if so, what kind of contribution and on what terms.
1.3
Managers should endeavour to ensure that the Music Makers they represent have fully understood the terms before signing any deal, working alongside the Music Maker’s legal representation.
1.4
Label and Publisher contracts with Music Makers should state remuneration terms clearly, including, if applicable, that any advances are to be recouped before royalties become payable.
1.5
Labels and Publishers should set out to their contracted Recipient Parties in reasonable detail within the contract – or otherwise sign-post where this information is available – the following:
- how royalties will be calculated including any categories of recoupable costs
- the means by which royalty information will be shared (e.g., through statement, portal)
- the frequency with which it will be shared
1.6
Labels and Publishers should provide their contracted Recipient Parties with a statement of accounts and any due royalty payments no less than twice a year.
1.7
Labels and Publishers should provide clear information, in the Music Maker contract or otherwise, as to whether the royalty rate in respect of streaming applies to Label or Publisher’s ‘at source’ income or net receipts, and how withholding tax deducted from revenues payable to Labels and Publishers by their Label or Publisher affiliates respectively will be treated.
1.8
Music Makers in existing deals with Labels and Publishers should be provided with the information outlined in 1.4 to 1.7. To the extent such information is not already set out in the relevant contracts or in royalty statements or has not otherwise already been communicated to the relevant Music Maker, it should be provided on request.
2. Supply Chain
2.1
All parties acknowledge that any supply chain can only be as transparent as its weakest link in that no party can supply information that it does not have or that has not been provided to it.
2.2
All Reporting Parties in a chain should therefore endeavour to provide the information that their direct contracting Recipient Party with downstream accounting and reporting obligations would reasonably need in order to comply with this Code.
2.3
Please also note relevant provisions at 1.7, 3.9 and section 5.
3. Royalties
Reporting Parties agree that Recipient Parties including those who are unrecouped, should receive timely, accurate and clear royalty accounting information:
To that end:
3.1
DSPs should provide to all relevant rights holders with whom the DSPs have contracted, and subject to those contracts, accurate and timely usage data and such other information as is necessary to calculate or verify the calculation of royalties due to all relevant rights holders with whom the DSPs have contracted. DSPs will report based on the metadata provided to them by the parties that have supplied the audio or audio-visual recordings - such metadata shall remain materially unchanged, or changed where reasonable and in accordance with agreed industry guidelines. Such usage reporting shall be provided no less than on a quarterly basis.
3.2
To the extent that Reporting Parties receive the relevant information, and subject to all applicable competition law, privacy and confidentiality requirements, Reporting Parties should provide to their contractual Recipient Parties details of income received by them for the usage by the relevant DSPs of the Recipient Party’s recordings or compositions.
3.3
This information should be categorised by work/track/title (as applicable), source (for example, the identity of the service or aggregator), territory, and, where practicable and available to the Reporting Party, should also show the specific DSP to which the income and usage relates, and the total number of usages, units or other metric appropriate to the DSP’s model (for example streams, creations, views) to which the income relates.
3.4
Notwithstanding the foregoing, the parties acknowledge that it may be appropriate to roll up usage data and associated royalties where doing so improves efficiency, cost to serve or the speed of delivery of reporting and accounting. In particular, all parties recognise that the granularity of a Label or Publisher’s royalty reporting may be constrained by commercial and/or technological limitations. This paragraph should be interpreted in good faith and not used to avoid the commitments the parties have made in the Code.
3.5
The information described in 3.2 to 3.4 above should ideally be provided to Music Makers by the reporting party with which they have a direct contract – e.g., Label, Publisher or Distributor - via an online royalty portal or in another digital format. The portal and/or report should include an email address or phone number where the Music Maker or their representatives can seek further information/clarification.
3.6.
Where the Recipient Party is reported to by a Collecting Society, that Collecting Society should provide details of commissions and any other deductions that it has applied, which relate to that Recipient Party’s revenue. These may also be published in the CMO’s Annual Transparency Report.
3.7
CMOs shall make public their Annual Transparency Reports as required by the Collective Management of Copyright Regulations 2016.
3.8
Where possible, royalty statements/portals provided to Recipient Parties by Reporting Parties should include a simplified summary of the information described in 3.4 above as well as the detailed information.
3.9
Where Labels, Publishers or Distributors license or otherwise appoint a third-party overseas Label, Publisher or Distributor, they should use reasonable endeavours to obtain such information from that third party as is necessary to enable them to report and account to their contracted Recipient Parties in accordance with this Code.
3.10
Where Music Makers have reporting or accounting obligations to Labels, Publishers or Distributors under their contracts, Music Makers should report or account to those Labels, Publishers or Distributors where relevant on at least a semi-annual basis, detailing applicable income received and any relevant associated information about the source of such income and how and when it will be shared with the Label, Publisher or Distributor and any other parties to the contract. Managers will advise and encourage them to do this.
3.11
Music Makers should register to use, and then utilise, royalty portals where applicable and will also update Reporting Parties promptly of any changes to their own or their representatives’ email and other addresses. Managers will advise and encourage them to do this.
4. Audits
Recipient Parties (including Music Makers) should have a contractual right to audit financial information (including royalty accounting) related to streaming received from their contractual Reporting Parties, according to the terms agreed in the relevant contract. For the avoidance of doubt, audit rights should apply only between directly contracted parties.
To that end:
4.1
Reporting Parties shall cooperate with audits as agreed by contract, including any reasonable data requests and in the course of any audit by their contracted Recipient Parties shall endeavour to respond to requests and communications in a timely manner.
4.2
In view of the volumes of data involved and the fact that source data will include information about third party recordings and compositions and individual information, it is not always practical and may not be compliant with contractual commitments (in particular around confidentiality) or data protection, privacy and competition laws for Labels, Publishers or Distributors (as appropriate) to share source data received from DSPs with Music Makers or their representatives.
4.3
At a minimum however, Labels, Publishers or Distributors (as appropriate) shall on request allow an auditor to select accounting lines on a contracted Music Maker’s royalty portal/report and request a suitable sample of data relevant to that accounting line and an explanation of how it has been processed according to the terms of the Music Maker’s contract to arrive at the royalty calculation on the statement.
4.4
Labels, Publishers or Distributors (as appropriate) shall consider in good faith when negotiating their contracts with Music Makers whether they might make contributions towards the payment of reasonable audit fees incurred by the Music Maker in the event of material discrepancies in reporting leading to material underpayment of the Music Maker and from time to time shall review the appropriate levels of such fees and the applicable discrepancies.
4.5
Parties agree and understand that the data disclosed during audits include trade secrets, and other commercially sensitive or protected data and that therefore all data and information provided by Reporting Parties in the course of audits must at all times be kept confidential and auditors should enter into reasonable non-disclosure agreements at the request of the relevant Reporting Party.
5. Licence Agreements with DSPs
The emergence of new, innovative, digital music services can require Labels, Publishers, Distributors and Collecting Societies to strike new types of deals with DSPs – and these new types of deals may in turn require changes in how Labels, Publishers, Distributors and Collecting Societies account for certain types of income to Music Makers and other Recipient Parties.
DSPs, Labels, Publishers, Distributors and Collecting Societies agree that a level of transparency as outlined below is beneficial to maintaining trust in the face of ongoing change, provided it remains within the boundaries of applicable law (in particular data protection, privacy and competition law) and provided that it does not put parties in breach of their contractual commitments (in particular around confidentiality).
To that end:
5.1
All DSPs should, without revealing commercially sensitive or confidential information, communicate to the Music Maker and rightsholder community in outline how their service operates and their different consumer offerings. In turn, trade body signatories, representing the Music Maker and rightsholder community, do recognise that onward communication should be proportionate to the needs and requirements of the community and shall, in consultation with the trade body signatory representing DSPs, agree a list of prominent DSP services to which 5.2 and 5.3 apply and may, as part of reviewing the Code, agree changes to that listing. DSPs shall also consent to 5.2 below.
5.2
Any Reporting Party that has directly negotiated a licence with such a DSP should, subject to any confidentiality terms within that licence, communicate to its Recipient Parties relevant, non-confidential and non-commercially sensitive information outlining how the Recipient Party’s remuneration is calculated by the Reporting Party in connection to the relevant DSP’s service. This information may be communicated via their royalty statement or portal, or in another way. The parties acknowledge that it is preferable that where reasonably practicable that the information should be communicated proactively but where that is not the case it may be communicated in response to specific questions or when clarification is sought.
5.3
Where the information described above at 5.2 is communicated to a Recipient Party that is itself a Reporting Party in a chain, the relevant party shall, subject to the prior receipt of appropriate confidentiality undertakings from their Recipient Parties, also make the relevant information available to their downstream Recipient Parties. The parties acknowledge that it is preferable that where reasonably practicable that the information should be communicated proactively but where that is not the case it may be communicated in response to specific questions or when clarification is sought from such Recipient Party.
5.4
On occasion, lump-sum payments may be received from DSPs in respect of the licensing of recordings or compositions in the form of fixed licence fees, advances or minimum guarantees. In the case of advances or minimum guarantees, it is possible that the amounts paid are not fully recouped from royalties due under the relevant licence agreement. Such unrecouped amounts are typically referred to as ‘breakage’. In addition, but more rarely, equity may be received by Labels, Publishers and Distributors from DSPs for no consideration when entering into licences.
5.5
Reporting Parties cannot reveal the existence or level of fixed fees, advances or minimum guarantees in specific DSP licences, or equity stakes, where this would breach confidentiality and/or competition law.
5.6
However, all Reporting Parties that license rights in recordings or compositions to DSPs should maintain and communicate to their Recipient Parties a clear policy or policies (general rather than specific to particular DSPs) relating to the distribution of fixed fees, breakage, the proceeds of audits of DSPs the proceeds from the sale of equity referred to above in 5.4 above, i.e. when and how these revenues are shared with and reported to Recipient Parties. Such Reporting Parties should also communicate to Recipient Parties with whom they have contracts the source of such distributions at such time as they account to the Recipient Parties for their applicable share of such amounts, provided doing so does not conflict with 5.5 above.
6. Music Maker Communication
Efforts towards furthering Music Maker understanding of music streaming as it relates to the usage and monetisation of their music should be maintained through ongoing communication and artist/songwriter relations efforts over time.
To that end:
6.1
As and when required by significant developments in the market, the Labels, Publishers, Distributors, Collecting Societies and DSPs may develop further communication and education initiatives, either individually or through their representative trade bodies, to help Recipient Parties, including Music Makers and their representatives, understand music usage models and the remuneration mechanisms underpinning them.
6.2
Labels, Publishers, Distributors and Collecting Societies will set up formal communication channels – such as an email address, phone number, form or forum - via which their contractual Recipient Parties, (including where applicable Music Makers and their representatives), can request information outlined in this Code. A person or department will be identified as being responsible for ensuring any requests for information are responded to within three months.
6.3
Labels, Publishers, Distributors and Collecting Societies will provide relevant employees with the information they need in order to direct Music Makers and their representatives to where they can get relevant information.
6.4
Where catalogues of music are acquired or assigned on, all parties to the transaction should cooperate in trying to ensure that the Music Maker is informed as to who will be taking on the responsibilities set out in this section including by responding in a timely manner to Music Maker enquiries.