TERMS AND CONDITIONS
V1RA APP LTD provides an agency marketing and software solution service via an online Platform, which connects Companies and Creators, enabling them to create digital marketing Campaigns.
By signing up with V1RA APP LTD’s subscription service, the Company accepts and agrees to be bound by (and separately warrants and represents to V1RA APP LTD and to the Creator that it will comply with) these Terms and Conditions in relation to each Campaign placed on the Platform. Any other terms or conditions sought to be imposed by the Company (including, without limitation, terms in any insertion or purchase order, email, or acknowledgement) are expressly excluded and shall not be binding on V1RA APP LTD or the Creator.
By registering with V1RA APP LTD, the Creator further accepts and agrees to be bound by (and separately warrants and represents to V1RA APP LTD and to the Company that it will comply with) these Terms and Conditions in relation to each Campaign it is engaged with via the Platform.
These Terms and Conditions constitute the entire agreement between V1RA APP LTD, the Company, and the Creator in respect of any and all Campaigns conducted on behalf of the Company via the Platform (“Agreement”).
THE PARTIES AGREE:
1 Definitions and Interpretation
1.1 In this Agreement:
Advertising Services means the advertising of the Company Materials by the Creator, together with the Creator Materials, in accordance with the requirements of the Company and as set out in the Campaign.
Advertising Laws means all laws, regulations and codes of practice which are applicable to the Advertising Services (including the UK Code of Non-broadcast Advertising, Sales Promotions and Direct Marketing (CAP Code), the ISBA Creator Marketing Code of Conduct and all other codes under the general supervision of the Advertising Standards Authority, Trading Standards and/or Competition and Markets Authority).
Campaign means the digital marketing campaign placed by the Company on the Platform specifying the requirements for the Campaign to be conducted by the Creator.
Campaign Package means any series of Campaigns ordered by the Company and supplied by the Creator.
Campaign Period means the period over which advertising will be provided by the Creator, as set out in the Campaign.
Campaign Reports means the report V1RA APP LTD provides to the Company detailing the Campaign analytics and influencer metrics in the form agreed in the Campaign, including a breakdown of the Advertising Services by day, content area, impressions and clicks.
Company (ies) means any company or entity placing an order for a Campaign via the Platform.
Company Materials means the Company’s copy, logos, artwork, designs, brand and product information, creative materials, digital materials and any other information or materials supplied by the Company to V1RA APP LTD and the Creator in connection with the Agreement.
Confidential Information means any information that a party has or acquires before or after the date of this Agreement that is confidential in nature concerning the other party, including its or their business, affairs, operations, processes, budgets, pricing policies, product information, plans, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers.
Data Protection and Privacy Laws means any laws relating to privacy or to the processing, privacy and/or use of Personal Data, in each case as applicable to and binding on either party, including:
(a) the Data Protection Act 2018, the UK GDPR, and the Privacy and Electronic Communications Regulations 2003; and
(b) any laws which implement, replace, extend or amend any of the foregoing.
Creator means one or more social media users, content creators or influencers engaged by V1RA APP LTD to provide the Advertising Services for and on behalf of the Company.
Creator Channels means the platform and/or channels which are controlled by the Creator and in relation to which the Creator agrees to distribute the Creator Materials.
Creator Consideration means the sums or amounts payable to the Creator as set out in the relevant Campaign, or separately agreed between the Company and Creator.
Creator Image Rights means the name, likeness, branding, image, voice or signature of the Creator.
Creator Materials means any and all content and materials produced by or on behalf of the Creator as a result of the performance of the Advertising Services featuring and/or otherwise referring or relating to the Company or the Company Materials as described in any Campaign.
Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software and all similar rights of whatever nature wherever in the world arising and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and wherever existing.
Platform means the website operated by V1RA APP LTD and located at the URL: https://www.v1ra.com.
Platform Fees means the subscription fees payable by the Company to V1RA APP LTD.
Term means the period between the placing of the Campaign Order and the conclusion of the Campaign Period as specified in the Campaign Order.
2 Campaign
2.1 For each Campaign placed on the Platform, the Company agrees to engage the Creator in connection with the marketing, advertising and promotion of the Company’s products in accordance with the terms of this Agreement.
2.2 For each Campaign that a Creator bids on via the Platform, the Creator agrees to provide the Advertising Services and create the Creator Materials in accordance with the terms of this Agreement.
3 Company Engagement
3.1 The Company shall:
3.1.1 supply the Company Materials required for the Campaign;
3.1.2 cooperate with V1RA APP LTD and the Creator in all matters relating to the Campaign and respond promptly to any request by the Creator or V1RA APP LTD for approval or information reasonably required by the Creator in connection with the Campaign;
3.1.3 ensure the Company Materials are accurate and complete in all material respects; and
3.1.4 ensure that any and all advertising and marketing claims incorporated in any Company Materials and in any specification for Advertising Services in the Campaign comply with all applicable laws, including the Advertising Laws.
3.2 The Company warrants and represents to V1RA APP LTD and the Creators that:
3.2.1 the Company is entitled to enter into this Agreement and has full power and authority to grant the rights expressed to be granted under this Agreement; and the Company is exclusively entitled to give all assurances and confirmations set out herein to enable the Creator to provide the Advertising Services as described without making any further payment other than as expressly set out in this Agreement.
3.2.2 the Company Materials and any information supplied to the Creator or to V1RA APP LTD are accurate, complete and up to date and will not infringe any third-party Intellectual Property Rights;
3.2.3 the Company Materials will not contain any defamatory, obscene or otherwise unlawful material or content; and
3.2.4 the Company Materials will comply with all applicable laws and regulations (including the Advertising Laws).
3.3 V1RA APP LTD reserves the right to remove, suspend or amend any Campaign that, in its reasonable opinion, breaches these Terms and Conditions or may adversely affect its reputation or the reputation of any Creator.
4 Creator Services
4.1 The Creator shall:
4.1.1 carry out the Advertising Services using all reasonable skill and care, in a timely and professional manner, and in accordance with the Campaign requirements;
4.1.2 ensure that all Creator Materials and any Creator Channels used comply with applicable Advertising Laws, the terms of this Agreement, and any reasonable instructions issued by V1RA APP LTD or the Company;
4.1.3 submit the Creator Materials to V1RA APP LTD and/or the Company for approval before publication;
4.1.4 not post any Creator Materials until such approval is obtained; and
4.1.5 make any amendments reasonably required by V1RA APP LTD or the Company to ensure compliance with the Campaign requirements and Advertising Laws.
4.2 The Creator shall not:
4.2.1 engage in any activity which is misleading, defamatory, offensive, obscene, discriminatory or otherwise unlawful;
4.2.2 make any statement or representation in the Creator Materials that is inaccurate or misleading as to the Company’s products or services; or
4.2.3 disclose any Confidential Information belonging to V1RA APP LTD or the Company.
4.3 The Creator shall make all required disclosures under Advertising Laws in relation to paid partnerships, advertisements or sponsorships and shall use appropriate tags or labels to identify content as advertising where required.
5 Fees and Payment
5.1 The Company shall pay V1RA APP LTD the Platform Fees and shall pay the Creator Consideration in accordance with the Campaign terms via the Platform.
5.2 Unless otherwise specified, all amounts are exclusive of VAT and any other applicable taxes, which shall be added to the invoice at the appropriate rate.
5.3 If the Company fails to make any payment by the due date, V1RA APP LTD may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, accruing daily until payment is made.
6 Intellectual Property
6.1 All Intellectual Property Rights in the Company Materials shall remain the property of the Company.
6.2 All Intellectual Property Rights in the Creator Materials shall remain the property of the Creator, subject to the licence granted below.
6.3 The Creator hereby grants to the Company a worldwide, royalty-free, non-exclusive licence to use, reproduce, publish, display and communicate the Creator Materials (including Creator Image Rights incorporated therein) for the purposes of the Campaign and the Company’s own marketing and promotion, for the Campaign Period and for a period of 12 months thereafter unless otherwise agreed in writing.
6.4 The Company grants to V1RA APP LTD a non-exclusive licence to use the Company Materials solely for the purpose of performing its obligations under this Agreement.
7 Confidential Information
7.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of any other party, except as permitted by this Clause.
7.2 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this Clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
8 Termination
8.1 Either party may terminate this Agreement immediately by written notice if the other party:
(a) commits a material breach of this Agreement and fails to remedy that breach within 14 days after being notified in writing; or
(b) becomes insolvent, bankrupt or has a receiver appointed over its assets.
8.2 V1RA APP LTD may terminate this Agreement at any time on 14 days’ written notice to the Company or Creator.
9 Consequences of Termination
9.1 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
9.2 Upon termination, each party shall immediately return (or destroy at the other party’s request) all Confidential Information belonging to the other party.
10 Liability
10.1 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
10.2 Subject to Clause 10.1, V1RA APP LTD shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or any indirect or consequential loss or damage whatsoever arising in connection with this Agreement.
10.3 V1RA APP LTD’s total liability to the Company and/or Creator for all claims arising out of or in connection with this Agreement shall be limited to the total Platform Fees paid by the Company in the 12-month period immediately preceding the claim.
11 General
11.1 Assignment. No party may assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of V1RA APP LTD.
11.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by all parties.
11.3 Set-off. All amounts due shall be paid in full without set-off or deduction.
11.4 No Partnership. Nothing in this Agreement is intended to create a partnership or joint venture between the parties.
11.5 Severance. If any provision of this Agreement is held to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
11.6 Waiver. A failure or delay by a party to exercise any right under this Agreement shall not constitute a waiver of that right.
11.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
11.8 Third Party Rights. A person who is not a party to this Agreement shall have no rights to enforce any term of it.
11.9 Notices. All notices shall be in writing and sent to:
V1RA APP LTD, 38a-42a Ormskirk Road, Preston, England, PR1 2QP, or by email to hello@v1ra.com.
11.10 Force Majeure. V1RA APP LTD shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control.
11.11 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.