NRJ Memorandum of Overstanding
This Memorandum of Overstanding, or MOO, sets out the shared understanding and legally binding agreement between NRJ and the Guide.
We use the word Overstanding to mean a shared clarity in which no one stands beneath the agreement. The Guide, the Platform and the listener each have dignity, agency and value. This MOO is intended to keep our creative field clear, respectful and mutually beneficial.
The Spirit of Overstanding
NRJ is more than a platform for distributing audio.
It is a shared endeavour to build a living library of journeys, ideas, practices, stories and sounds that can support listeners across many stages of life.
The spirit of this MOO is therefore collaborative rather than extractive. Guides bring their creativity, experience and distinctive voice. NRJ provides the structure, technology, visibility and community through which that work can be discovered, experienced and valued. Listeners complete the circle through their attention, participation and support.
Overstanding asks us to enter this relationship with clarity rather than hierarchy. It recognises that everyone contributes something essential and that the platform grows through mutual respect, honest communication and shared responsibility.
The legal terms that follow are not intended to diminish that spirit, but to protect it, giving our collective library firm roots from which it can branch, blossom and evolve.
This agreement comes into force without signature once you upload your content to the platform and it is approved.
This MOO is a legally binding agreement.
While completing the initial onboarding process, you are invited to confirm you have read and agree to these terms and when NRJ approves the Guide’s first item of content for publication and NRJ confirms that approval electronically.
No handwritten or separately witnessed signature is required.
NRJ will retain an electronic record of the Guide’s acceptance, including the Guide account and date and time..
1. Purpose
NRJ exists to host, share and promote audio journeys, meditations, stories, music, teachings and other contemplative, educational or creative works.
The Guide wishes to make selected works available through NRJ.
NRJ wishes to provide the Platform, hosting, listener access, promotion, reporting and associated support described in this Agreement.
Participation is non-exclusive. The Guide is not required to provide any particular work, and NRJ is not required to accept or publish every work submitted.
2. Interim Operator and Future NRJ Company
At the date of this Agreement, the NRJ Platform is operated by Tmesis Ltd.
The parties acknowledge that, following the present testing and development period, the NRJ founders intend to establish a separate company to own and operate the NRJ Platform.
Tmesis Ltd may transfer this Agreement, together with its rights and obligations, to that successor NRJ operating company provided that:
a. the successor company assumes the material obligations owed to the Guide under this Agreement;
b. all revenue share accrued before the transfer remains payable;
c. the transfer does not materially reduce the Guide’s accrued rights; and
d. the Guide receives written or electronic notice of the transfer.
The Guide consents in principle to such a transfer and agrees to complete any reasonable electronic acceptance, novation or replacement process required to record it formally.
Until the transfer has taken effect, Tmesis Ltd remains the legal operator responsible under this Agreement.
3. Ownership, Permissions and Licence
The Guide retains ownership of their original work.
The Guide confirms that they own, control or have all permissions and licences necessary to provide and commercially license every element of the content they upload or supply to NRJ, including:
- audio and video;
- music, sound effects and samples;
- spoken and written words;
- images and artwork;
- performances and voices;
- names and likenesses;
- quotations;
- transcripts and downloads;
- AI-generated or AI-assisted materials; and
- supporting or promotional material.
The Guide confirms that NRJ’s permitted use of the content under this Agreement will not infringe any copyright, trademark, performer, privacy, publicity, confidentiality or other third-party right.
The Guide must retain reasonable evidence of relevant licences, permissions and releases and provide it to NRJ if a legitimate question or complaint arises.
By providing content to NRJ, the Guide grants NRJ a non-exclusive, worldwide, revenue-participating licence for the duration of this Agreement to:
a. store, host, reproduce, encode, transcode and stream the content;
b. display the content and its supporting materials;
c. make the content available through NRJ websites, applications and approved delivery systems;
d. create technical versions required for different devices, formats, bandwidths or accessibility features;
e. display the Guide’s public name, profile, image, biography and associated metadata; and
f. use titles, descriptions, images and reasonable excerpts to promote the Guide, the content and the NRJ Platform through NRJ-controlled websites, applications, email, social media, interviews, playlists, previews and selected promotional channels.
NRJ may also use selected promotional partners to promote NRJ, the Guide or the relevant Journey.
NRJ will not sell or license the Guide’s content to an unrelated third party for separate commercial exploitation without the Guide’s written permission.
NRJ will not materially alter the substance or intended meaning of the Guide’s content without permission, except where a technical or editorial change is reasonably required for formatting, accessibility, moderation, safety or legal compliance.
This licence does not transfer copyright or ownership to NRJ.
The Guide remains free to use, publish, sell or license their work elsewhere unless otherwise agreed in writing.
4. Revenue Share
NRJ operates a revenue-sharing model based on the principle that positive Distributable Net Profit will be shared equally between the Guides and the Founders.
Where NRJ generates a positive Distributable Net Profit during an eligible accounting period:
a. 50% will be allocated to the Guide Pool; and
b. 50% will be allocated to the Founder Pool.
The number or identity of the Founders does not alter the percentage allocated to the Guide Pool.
Each eligible Guide’s share of the Guide Pool will be calculated principally by reference to that Guide’s proportion of total eligible listened minutes during the relevant accounting period.
Eligible referral payments may be paid separately in accordance with the current NRJ Payment Schedule.
The definitions of:
- Distributable Net Profit;
- Gross Platform Receipts;
- Allowable Deductions;
- the Guide Pool;
- the Founder Pool;
- eligible listened minutes;
- valid referrals;
- accounting periods;
- reserves;
- reporting procedures;
- payment thresholds; and
- payment dates
are set out in the current NRJ Revenue Share Schedule.
The Revenue Share Schedule forms part of this Agreement.
Participation in NRJ does not guarantee:
- any particular number of listeners;
- any particular number of listened minutes;
- any number of referrals;
- the generation of Distributable Net Profit; or
- any particular amount of income.
NRJ may make reasonable prospective changes to the NRJ Revenue Share Schedule where required for legal, tax, accounting, anti-fraud, operational or sustainability reasons.
NRJ will give Guides at least 30 days’ notice of a material change unless an earlier change is legally or operationally necessary.
No change will retrospectively reduce revenue share already accrued.
The central division of 50% to the Guide Pool and 50% to the Founder Pool will not be changed for an existing Guide without that Guide’s express agreement, unless a change is required by law or binding tax treatment.
A Guide who does not accept another material prospective change may end their participation before the change takes effect.
5. Tax and Payment Information
The Guide is responsible for declaring and paying any personal or business taxes arising from payments received through NRJ.
The Guide agrees to provide accurate information reasonably required for:
a. identity and payment verification;
b. establishing the Guide’s country of residence and tax residence;
c. confirming whether the Guide participates as an individual or through a business;
d. determining whether tax must be deducted or withheld;
e. complying with digital-platform, payment or other statutory reporting obligations; and
f. issuing any legally required tax or payment statements.
NRJ may deduct or withhold amounts where required by applicable law and will provide reasonable information about any such deduction.
NRJ may delay payment until required identity, banking or tax information has been supplied.
The Guide must notify NRJ promptly if their:
- legal name;
- public Guide name;
- business status;
- residential or registered address;
- banking details; or
- tax residence changes.
NRJ does not provide personal tax, financial or legal advice to Guides.
6. Guide Responsibilities
The Guide agrees to provide content that is lawful, respectful and reasonably suitable for the NRJ audience.
The Guide will not knowingly upload or publish content that:
a. contains unlawful, defamatory, threatening, harassing, discriminatory or exploitative material;
b. discloses private or confidential information without appropriate permission;
c. contains false or misleading medical, therapeutic, financial or legal claims;
d. encourages listeners to discontinue prescribed treatment or disregard appropriately qualified professional advice;
e. contains instructions creating an unreasonable or undisclosed risk of physical or psychological harm;
f. promotes unlawful activity;
g. materially misrepresents the Guide’s identity, qualifications, experience or professional status; or
h. otherwise materially breaches the NRJ Content Standards or Community Guidelines.
The Guide must not purchase, generate, manipulate or artificially inflate:
- listens;
- listening time;
- referrals;
- subscribers;
- comments;
- ratings;
- reviews; or
- other engagement.
The Guide agrees to interact with listeners, other Guides and the NRJ team courteously and professionally.
7. Wellbeing and Higher-Risk Content
NRJ content is intended for education, creativity, contemplation, personal development and general wellbeing.
It is not a substitute for individual medical, psychiatric, therapeutic, financial or legal advice.
Where content includes intensive breathwork, hypnosis, physical activity, trauma-related practices, regression, altered-state work or another activity involving increased foreseeable risk, the Guide must provide appropriate:
- descriptions;
- warnings;
- contraindications;
- instructions for safe participation; and
- recommendations to seek appropriately qualified professional advice where relevant.
The Guide must not present a Journey as diagnosing, curing or treating a medical or psychological condition unless the claim is lawful, properly evidenced and within the Guide’s professional competence.
NRJ may require additional warnings, edits, categorisation or review before making higher-risk content available.
NRJ may decline content where it reasonably considers that the legal, safety or reputational risks cannot be managed proportionately.
Listeners remain responsible for deciding whether a Journey is appropriate for their personal circumstances and for stopping if they experience discomfort or distress.
Nothing in this Agreement excludes or restricts liability that cannot lawfully be excluded or restricted.
8. NRJ Responsibilities
NRJ will:
a. provide reasonable access to the Platform;
b. host content accepted for publication;
c. make approved content available to listeners according to the NRJ service model;
d. provide reasonable listening and revenue reports where relevant;
e. account for revenue share in accordance with the Revenue Share Schedule;
f. handle Guide information in accordance with the NRJ Privacy Policy and applicable data-protection requirements;
g. maintain reasonable administrative, technical and organisational safeguards for Guide information and uploaded assets; and
h. operate reasonable complaints, moderation and takedown procedures.
NRJ may, but is not obliged to, promote Guide content through:
- NRJ websites and applications;
- email;
- social media;
- interviews;
- samples;
- previews;
- playlists;
- selected promotional partners; and
- other appropriate channels.
NRJ does not guarantee:
- uninterrupted or error-free operation;
- continued availability of every Platform feature;
- compatibility with every device;
- any particular promotional placement;
- any number of listeners or listened minutes; or
- any particular amount of revenue.
NRJ will take reasonable care of uploaded assets, but the Guide must retain their own master copies and backups.
9. Listener Interaction and Community Care
NRJ is intended to be a respectful creative and contemplative space.
The Guide must use comments, messages and other interactive features responsibly.
The Guide must not:
a. harass, threaten, manipulate or exploit another person;
b. disclose private listener information;
c. create an inappropriate relationship of dependency or authority;
d. pressure a listener into purchasing external products or services;
e. provide personalised professional advice outside the Guide’s qualifications;
f. copy, export or sell listener information; or
g. use NRJ listener information for unrelated external marketing without a lawful basis and any permission required by law.
NRJ may moderate, hide, remove or restrict comments, messages, profiles or other activity where reasonably required to protect listeners, Guides, the Platform or third parties.
Where reasonably possible, concerns will be discussed in good faith before final action is taken.
This does not prevent NRJ from acting immediately where urgent intervention is reasonably required.
10. Complaints, Takedowns and Cooperation
NRJ may review, restrict, suspend or remove content where it receives a complaint or reasonably believes that the content may:
a. infringe intellectual-property, performer, privacy or confidentiality rights;
b. be defamatory, unlawful or materially misleading;
c. expose listeners to an unreasonable risk of harm;
d. breach this Agreement, the Content Standards or the Community Guidelines; or
e. create a material legal, regulatory or reputational risk.
NRJ may act immediately where it reasonably considers urgent action necessary.
Where appropriate, NRJ will notify the Guide and give them a reasonable opportunity to provide information or respond.
The Guide agrees to cooperate promptly with legitimate:
- copyright;
- trademark;
- performer-rights;
- defamation;
- privacy;
- confidentiality;
- safety;
- tax; and
- regulatory enquiries relating to their content or participation.
The Guide must notify NRJ promptly if they become aware of a threatened or actual complaint, claim or investigation relating to content available through NRJ.
NRJ may require evidence of:
- licences;
- permissions;
- qualifications;
- releases;
- professional claims;
- factual assertions; or
- safety warnings.
NRJ may operate a repeated-breach policy and may end the participation of a Guide who repeatedly supplies unlawful, unsafe, misleading or unauthorised material.
11. Withdrawal and Termination
The Guide may end their participation and request removal of their content by giving NRJ 30 days’ written notice.
NRJ may end the Guide’s participation by giving the Guide 30 days’ written notice.
NRJ may suspend access or terminate participation immediately where it reasonably believes that:
a. the Guide has materially breached this Agreement;
b. content may be unlawful, infringing, defamatory or materially unsafe;
c. the Guide has acted fraudulently or dishonestly;
d. the Guide has manipulated listening, subscriber or referral data;
e. continued participation creates a serious legal, safety or reputational risk; or
f. urgent intervention is required to protect listeners, Guides, NRJ or another person.
Following termination, NRJ will normally remove active listener access to the Guide’s content within 30 days.
NRJ may retain copies where reasonably necessary for:
- backups;
- accounting and tax records;
- complaint or dispute resolution;
- insurance;
- fraud prevention;
- regulatory compliance; or
- evidence of transactions and permissions.
NRJ will not use retained archival copies for new commercial distribution.
NRJ cannot guarantee the recall of content already lawfully downloaded by listeners or distributed beyond NRJ’s reasonable control.
NRJ will stop creating new promotional material using withdrawn content.
Existing social posts, interviews, newsletters and other historic promotional records may remain unless removal is reasonably practicable and justified.
Any revenue share properly accrued before termination will remain payable, subject to:
- refunds;
- chargebacks;
- lawful withholding;
- investigation of suspected fraud; and
- the normal reconciliation and payment timetable.
Clauses concerning ownership, licences already exercised, accrued payments, taxes, responsibility for claims, retained records, confidentiality and dispute resolution will continue where reasonably necessary after termination.
12. Responsibility for Claims
Each party remains responsible for its own acts, omissions, content and representations.
The Guide will be responsible for reasonable direct losses, costs and third-party claims arising from a material breach of the Guide’s obligations concerning:
a. ownership or licensing of content;
b. copyright, trademark or performer rights;
c. defamation, privacy, confidentiality or publicity rights;
d. unlawful or materially misleading statements;
e. fraudulent activity; or
f. undisclosed unreasonable safety risks.
NRJ will notify the Guide promptly of a relevant third-party claim and provide reasonable details.
The Guide will have a reasonable opportunity to provide evidence and participate in the defence or resolution of the claim.
NRJ will not agree to a settlement that imposes an admission or direct non-financial obligation on the Guide without consulting them, unless urgent action is reasonably required.
The Guide will not be responsible to the extent that a claim was caused by:
a. NRJ materially altering the content without permission;
b. NRJ making a separate claim or representation not supplied or approved by the Guide;
c. NRJ using the content outside the licence granted by this Agreement; or
d. NRJ continuing to distribute the content after NRJ was legally required to remove it and had a reasonable opportunity to do so.
NRJ remains responsible for its own unauthorised alterations, promotional statements and operation of the Platform.
Neither party excludes liability for:
- fraud or fraudulent misrepresentation;
- death or personal injury caused by negligence;
- deliberate infringement of another party’s rights; or
- any liability that cannot lawfully be excluded.
13. Data Protection
NRJ will process the Guide’s personal information in accordance with the NRJ Privacy Policy and applicable data-protection law.
The Guide must handle any listener information made available through NRJ only:
a. for legitimate interaction through the Platform;
b. in accordance with NRJ policies and applicable law; and
c. with appropriate confidentiality and security.
The Guide must notify NRJ promptly of any suspected:
- unauthorised access;
- loss;
- disclosure;
- copying; or
- misuse of NRJ or listener information.
14. No Employment, Agency or Partnership
This Agreement does not create employment, worker, agency, partnership, franchise or joint-venture status between the Guide and NRJ.
The Guide participates as an independent creator and is responsible for their own:
- business affairs;
- professional obligations;
- insurance; and
- taxes.
The Guide has no authority to enter into obligations, make promises or incur liabilities on behalf of NRJ.
Nothing in this clause determines a legal status that cannot lawfully be determined solely by contractual wording.
15. Good Faith and Disagreements
Both parties agree to act in good faith, communicate clearly and seek to resolve questions or disagreements respectfully wherever possible.
A party raising a concern should provide reasonable details and allow the other party a reasonable opportunity to respond, except where urgent action is necessary.
Before beginning formal legal proceedings, the parties will normally attempt:
- direct discussion between authorised representatives; and
- where appropriate, independent mediation.
This does not prevent either party seeking urgent injunctive, regulatory or protective relief.
The purpose of this MOO is not to fence creativity in, but to give it a clear meadow in which to grow.
16. Incorporated Documents
This Agreement should be read together with the current versions of:
- the NRJ Revenue Share Schedule;
- NRJ Privacy Policy.
These documents form part of the Guide’s agreement with NRJ where they are expressly identified during onboarding.
Each incorporated document will display a version number and effective date.
The version accepted by the Guide will be recorded in the Guide’s NRJ account.
If there is a conflict:
a. this Agreement will govern the general relationship between NRJ and the Guide;
b. the Revenue Share Schedule will govern the calculation and allocation of revenue share; and
c. a Journey-specific agreement will apply only to the Journey or subject it expressly covers.
17. General Provisions
This Agreement and the documents expressly incorporated into it record the agreement between the parties concerning the Guide’s participation in NRJ.
NRJ may make reasonable prospective changes to operational policies.
NRJ will give reasonable notice of any change that materially affects the Guide’s rights or responsibilities.
The Guide may end their participation before a material change takes effect.
No amendment to the main terms of this Agreement is effective unless recorded in writing or accepted electronically, except for changes expressly permitted under this Agreement.
If any provision is found to be invalid or unenforceable, the remaining provisions will continue in effect.
A failure or delay in enforcing a provision does not permanently waive that provision.
The Guide may not transfer this Agreement to another person or organisation without NRJ’s written consent.
NRJ may transfer this Agreement in accordance with Clause 2 or as part of a genuine reorganisation, investment, merger or sale of the NRJ business, provided that the successor assumes NRJ’s material obligations to the Guide.
Neither party will be responsible for a delay caused by events outside its reasonable control, although this does not excuse an obligation to account for money already received.
Formal notices to the Guide will be sent to the email address associated with the Guide’s NRJ account.
Either party may notify the other of a replacement email address.
This Agreement is governed by the laws of England and Wales.
The courts of England and Wales will have jurisdiction, subject to the good-faith resolution process described above.
18. Electronic Acceptance
This Agreement takes effect when the Guide:
a. is given reasonable access to this Agreement and the documents incorporated into it;
b. ticks the relevant acceptance box; and
c. selects Accept and Continue during the NRJ Guide onboarding process.
By doing so, the Guide confirms that they have read, understood and agreed to:
- this Memorandum of Overstanding;
- the NRJ Revenue Share Schedule;
Where the Guide accepts this Agreement on behalf of a company or other organisation, the person accepting it confirms that they have authority to bind that organisation.
NRJ may retain an electronic record of the acceptance, including:
- the Guide’s account or user ID;
- the Guide’s legal or business name;
- the date and time of acceptance;
- the acceptance event; and
- reasonable technical audit information.
By reading and agreeing to this memorandum the Guide acknowledge that they own all rights to the content that they will be uploading to NRJ and that they grant NRJ the right to display this content on their site and in their mobile applications without any restrictions.
The Guide also acknowledges that they have and will verify the copyright of all content and will be liable for any issues arising from copyright claims brought forth by third parties and that NRJ will not be held liable for any legal proceedings or claims since they are acting in good faith in hosting my content based on my undertaking that the content is free and clear of any copyright issues.