SoSpoilt Platform Terms

 

 

We are Ampay Limited (trading as ‘SoSpoilt’), a company registered in England under company number 03888013, with its trading address at Unit 12, Park Royal Metro Centre, London NW10 7PA and with VAT number 877113217 (“SoSpoilt“). We operate the website www.sospoilt.com (the “Website“).

1. Understanding these Platform Terms
1. These Platform Terms are divided into five parts:
1. Part 1: the definitions and rules of interpretation. These contain certain words and phrases that are used throughout these Platform Terms and which have specific meanings (these are known as defined terms). Users can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used anywhere in these Platform Terms, it has the meaning given to it in part 1. As well as defined terms, part 1 also contains some further rules of interpretation to help with understanding these Platform Terms.
2. Part 2: the Customer Terms. These set out the terms on which the Customer may pay to purchase a Subscription to, or access Additional Content relating to, a particular Contributor Profile. The Customer Terms will become binding on a Customer and the applicable Contributor when a Customer submits an Order via the Website and will be incorporated into each Subscription Contract or Additional Content Contract. As set out in clauses 4.1 and 12.1, we are not a party to any Subscription Contract or Additional Content Contract, which in each case is a contract solely between the Customer and the applicable Contributor (and we do not have any rights or obligations under any Subscription Contract or Additional Content Contract). 
3. Part 3: the Contributor Terms. These set out the terms under which SoSpoilt permits Contributors to establish and operate Contributor Profiles. The Contributor Terms will become binding on the applicable Contributor and SoSpoilt when the applicable Contributor registers their Contributor Profile via the Website and will be incorporated into each Contributor Contract. No Customer or Brand is a party to any Contributor Contract, which in each case is a contract solely between us and the applicable Contributor (and no Customer or Brand has any rights or obligations under any Contributor Contract).
4. Part 4: the Collaboration Terms.  These set out the terms on which the Brand may pay to purchase Branded Content from a Contributor in respect of a Collaboration. The Collaboration Terms will become binding on a Brand and the applicable Contributor when a Brand submits a Collaboration Order via the Website and will be incorporated into each Collaboration Contract. As set out in clause 49.1, we are not a party to any Collaboration Contract, which in each case is a contract solely between the Brand and the applicable Contributor (and we do not have any rights or obligations under any Collaboration Contract).
5. Part 5: the Brand Terms. These set out the terms under which SoSpoilt permits a Brand to establish and operate Brand Profiles for the purposes of entering into Collaboration Contracts with Contributors. The Brand Terms will become binding on the applicable Brand and SoSpoilt when the applicable Brand registers a Brand Profile via the Website and will be incorporated into each Brand Contract. This Brand Contract is solely between us and the applicable Brand (and no Customer or Contributor has any rights or obligations under any Brand Contract). 
2. Please note that general browsing of the Website, outside of the scope of either: (a) entering into a Subscription Contract, Additional Content Contract or Collaboration Contract; or (b) operating a Contributor Profile or Brand Profile, is governed by our Terms of Use (available here).
3. In addition to clause 1.1 above, please note that we only use User personal information, and we use cookies on the Website, in accordance with our privacy and cookies policy (available here).

PART 1: DEFINITIONS AND RULES OF INTERPRETATION

2. Definitions
1. In these Platform Terms:

“Account” means a registered SoSpoilt account used to access certain features of the Website;

“Additional Content” means any and all digitally delivered content (whether live content or otherwise) that is not Subscription Content or Branded Content and that is made available by a Contributor via their Contributor Profile;

“Additional Content Contract” means a contract concluded between a Customer and a Contributor in relation to an Additional Content Order;

“Additional Content Order” means an order for Additional Content placed by a Customer via a Contributor’s Contributor Profile;

“Additional Content Terms” means the terms on which a Customer may purchase Additional Content and give Tips, as set out in Section B of part 2 of these Platform Terms and incorporated in an Additional Content Contract;

“Affiliate(s)” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with us in the case of a SoSpoilt Affiliate, and with a Brand in respect of Brand Affiliates;

“Balance” means the Contributor Payments less the SoSpoilt Fees (plus any applicable VAT);

“Brand” means any business that registers for a Brand Profile;

“Branded Content” means any and all individually commissioned content (whether live content or otherwise) which shall be tailored to Brand requirements by the Contributor and will feature or reference the Brand and be posted or published online by a Contributor on a Contributor Channel as part of a Collaboration; 

“Brand Contract” means the contract between SoSpoilt and a Brand in relation to the operation of such Brand’s Brand Profile;

“Brand IPRs” means any and all Intellectual Property Rights arising anywhere and anyhow which vest in, derive from or are connected to the Brand and the Brand name and marks;

“Brand Profile” means the profile on the Website that a Brand uses to connect and engage with Contributors willing to provide Collaborations pursuant to a Collaboration Contract;

“Brand Terms” means the terms under which SoSpoilt permits Brands to establish and operate Brand Profiles on the Website, as set out in part 5 of these Platform Terms;

“Charges” means (as applicable): (a) the recurring monthly charges payable by a Customer under a Subscription Contract; (b) the one-off charges payable by a Customer under an Additional Content Contract; or (c) the one-off charges payable by a Brand under a Collaboration Contract, in each case as set out during the relevant Order process as determined by the Contributor in the Contributor’s discretion;

“Collaboration” means the supply of collaboration services from the Contributor to the Brand involving the development, creation and online posting or publishing of Branded Content on Contributor Channel(s) in return for payment from the Brand; 

“Collaboration Contract“ means a contract concluded between a Brand and a Contributor in relation to a Collaboration which contract shall incorporate the terms of any Final Collaboration Proposal, the Collaboration Terms and any Special Terms agreed by the parties;

“Collaboration IPRs” means any and all Intellectual Property Rights in materials created by a Contributor in respect of Branded Content for a Collaboration, excluding any Brand IPRs; 

Collaboration Order” means an order for Branded Content from a Contributor placed by a Brand via the Website;

“Collaboration Proposal” means the details of the Collaboration, including the Branded Content to be created and uploaded by the Contributor to the relevant Contributor Channels, terms regarding how Branded Content may be used by the Brand and details of the proposed Charges payable by the Brand to the Contributor;

“Collaboration Terms” means the terms on which a Brand may purchase Branded Content from a Contributor, as set out in part 4 of these Platform Terms and incorporated in a Collaboration Contract;

“Cooling-off Period” means the 14-day period starting from the date a Customer purchases a Subscription or enters into an Additional Content Contract;

“Contributor” means any person offering: (a) Subscription Content or Additional Content via a Contributor Profile on the Website; or (b) Branded Content on Contributor Channels.

“Contributor’s Agent” means the Contributor’s disclosed limited payment collection agent who is authorised by the Contributor to collect the Contributor Payments (and any Referral Payments) in the name of and on behalf of the Contributor;

“Contributor Channels” means the social media platforms that a Contributor may upload Branded Content pursuant to a Collaboration Contract, for example, Instagram, YouTube, TikTok, SnapChat, Facebook and Podcasts but excluding the Website;

“Contributor Content” means all Subscription Content, Additional Content, Branded Content and any other audio-visual or other content uploaded/supplied/provided by a Contributor under these Platform Terms, and which (for the avoidance of doubt) constitutes User Generated Content;

“Contributor Contract” means the contract between SoSpoilt and a Contributor in relation to the operation of such Contributor’s Contributor Profile;

“Contributor IPRs” means all Intellectual Property Rights owned by the Contributor in the Contributor Content;

“Contributor Payments” means: (a) any Charges payable by a Customer to a Contributor under all Subscription Contracts and Additional Content Contracts; (b) any Charges payable by a Brand to a Contributor under all Collaboration Contracts; and (c) all Tips payable to a Contributor.  For the avoidance of doubt. Contributor Payments excludes any Referral Payments and excludes any VAT which is added to any Charges but which must be remitted by SoSpoilt in place of the Contributor as referred to in clause 32; 

“Contributor Profile” means the profile on the Website that a Contributor uses for the purpose of: (a) entering into Subscription Contracts and Additional Content Contracts with Customers; and/or (b) entering into Collaboration Contracts with Brands;

“Contributor Terms” the terms under which SoSpoilt permits Contributors to establish and operate Contributor Profiles on the Website, as set out in part 3 of these Platform Terms;

“Control” means, in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and “Controls“ and “Controlled” shall be construed accordingly;

“Customer” means any person other than a Contributor or a Brand who uses the Website and/or purchases a Subscription or Additional Content and/or pays a Tip;

“Event Outside Of Control” means any act or event beyond a Contributor’s reasonable control;

“Final Collaboration Proposal” means the final version of the Collaboration Proposal as agreed in writing between the applicable Brand and Contributor as part of a Collaboration Order;

“General Terms” means the general terms and conditions that apply equally to any Subscription Contracts or Additional Content Contracts that a Contributor and Customer  enter into, as set out in section C of part 2;

“Initial Term” means the first month of a Subscription;

“Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world) and related goodwill;

“Interactive Feature” means any interactive feature on the Website that enables Users to upload User Generated Content, including comment facilities, chat rooms and/or bulletin boards;

“Order” means (as applicable): (a) a Subscription Order;(b) an Additional Content Order; or (c) a Collaboration Order. 

“Payment Methods” means MasterCard, Visa, Visa Delta JCB cards, Diners Club, American Express, or any other payment methods set out in the Subscription Order,Additional Content Order or Collaboration Order payment process;

“Platform Terms” means all five parts of these terms and conditions together;

“Pre-Contractual Statements” means any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of SoSpoilt or the Contributor or the Brand in relation to the subject-matter of the relevant Contributor Contract or Brand Contract at any time before it being entered into other than those which are set out in the Contributor Terms or Brand Contract (as applicable);

“Referral Payments” means payments to be made by SoSpoilt to a User pursuant to and in accordance with the SoSpoilt Referral Program Terms and Conditions;

“Regulations” means the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;

“Renewal Period” means each successive month following the Initial Term until the relevant Subscription Contract is terminated in accordance with these Platform Terms;

“SoSpoilt” means Ampay Limited, a company registered in England under company number 03888013, with its trading address at Unit 12, Park Royal Metro Centre, London NW10 7PA and with VAT number 877113217;

“SoSpoilt Fee” means the amount (plus any applicable VAT) that SoSpoilt may deduct as its fee for its supplies to Contributors (as referred to further in clause 32) from the Contributor Payments [exclusive of any VAT element of the Contributor Payments] as set out on the ‘Fees’ section of the Website (available here) when a Contributor registers a Contributor Profile, and as amended from time to time as set out in these Platform Terms;

“SoSpoilt IPRs” means any and all Intellectual Property Rights: (a) arising anywhere and anyhow which vest in, derive from or are connected to the Website (including any and all related software, source code and technology); and (b) in the “Sospoilt” name and marks;

“Special Terms” means: (a) in respect of a Subscription Order or an Additional Content Order, any additional terms and conditions specified by a Contributor on their Contributor Profile when a Customer places an Order; or (b) in respect of a Collaboration Order, any terms and conditions agreed by a Contributor and a Brand in the Final Collaboration Proposal;

“Subscription” means a subscription to access Subscription Content from a Contributor on a particular Contributor Profile;

“Subscription Content” means audio-visual content services that are made available by a Contributor to a Customer as part of a Subscription;

“Subscription Contract” means a contract concluded between a Customer and a Contributor in relation to a Subscription Order;

“Subscription Order” means an order for a Subscription placed by a Customer via the applicable Contributor’s Contributor Profile;

“Subscription Terms” means the terms on which a Customer may purchase a Subscription from a Contributor, as set out in section A of part 2 of these Platform Terms and incorporated into a Subscription Contract;

“Terms of Use” means the terms of use of the Website (available here); 

“Tip” means a voluntary payment made by the Customer to SoSpoilt (on behalf of the applicable Contributor) via the applicable Contributor Profile as a donation to such Contributor;

“User” means a Contributor or a Customer or a Brand (as applicable);

“User Generated Content” means any content of any nature – including pictures, text, sound recordings or video– that a User supplies/uploads to the Website; 

“VAT” means United Kingdom value added tax and any other, or any other equivalent or similar or applicable value added tax, goods and services tax, sales, use, consumption or turnover tax or customs duty or tariff or levy from time to time in any other jurisdiction; and

“we“, “us” or “our” means SoSpoilt.

3. Rules of interpretation
1. In these Platform Terms:
1. use of the singular includes the plural and vice versa;
2. any references to a “person” or “entity” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
3. any reference to a statute, statutory provision, subordinate legislation, code or guideline (“legislation”) is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; 
4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
5. in writing includes by email unless otherwise indicated.

PART 2: CUSTOMER TERMS

These Customer Terms are divided into three sections:

• Section A: this describes how you can purchase a Subscription from a Contributor to their particular Contributor Profile, and the terms of the relevant Subscription Contract; 

 

• Section B: this describes how you can purchase Additional Content from a particular Contributor Profile, and the terms of the applicable Additional Content Contract; and

 

• Section C: this includes general terms that apply to both Subscription Contracts and Additional Content Contracts.

SECTION A: SUBSCRIPTIONS

4. Description
1. The Subscription Contract is between the Customer and the Contributor from whom the Customer wishes to purchase a Subscription. SoSpoilt is not a party to any Subscription Contract and shall have no liability under any Subscription Contract. SoSpoilt is solely providing services to Contributors including acting as its intermediary and disclosed agent in the name of and on behalf of Contributors in facilitating the conclusion of Subscription Contracts for Subscriptions that Customers may wish to purchase from Contributors.
2. Please note that the Customer’s Subscription Contract will incorporate these Subscription Terms as well as:
1. the General Terms; and
2. any Special Terms specified by a Contributor and set out in the applicable Contributor Profile when the Customer places a Subscription Order.

Contributors are free to determine in their reasonable discretion any Special Terms save that in the event of a conflict between these Subscription Terms and the Special Terms, the relevant provisions of the Subscription Terms shall prevail. 

5. ORDERS AND FORMING The SUBSCRIPTION CONTRACT
1. The Customer must be at least 18 years old to place a Subscription Order.
2. In order to submit a Subscription Order via the Website the Customer must first register an Account and then follow the procedure set out on the Website to submit a Subscription Order. 
3. The order process allows the Customer to check and amend any errors before submitting a Subscription Order to the Contributor. Please check the Subscription Order carefully before confirming it. The Customer is responsible for ensuring that their Subscription Order is complete and accurate.
4. A Subscription Order is an offer by the Customer to enter into a Subscription Contract with the Contributor. After the Customer places a Subscription Order, they will receive an e-mail from SoSpoilt (on behalf of the Contributor) acknowledging that the Contributor has received it, but please note that this does not mean that the Subscription Order has been accepted. SoSpoilt (acting with the authority and as disclosed agent of the Contributor) will separately notify the Customer if the Contributor (or SoSpoilt on behalf of the Contributor) accepts their offer at which point these Subscription Terms, the General Terms, the Special Terms and the Subscription Order shall be binding on the Customer and a Subscription Contract shall be formed.
5. If the Contributor is unable to provide the Subscription to the Customer for any reason, the Contributor (or SoSpoilt on behalf of the Contributor) will inform the Customer of this by e-mail and will not process the Subscription Order. If the Customer has already paid for the Subscription, they will receive a full refund.
6. ACCESS TO SUBSCRIPTION CONTENT AND COMPLIANCE WITH TERMS OF USE
1. In consideration for the Customer’s payment of the Charges and compliance in full with these Subscription Terms, the General Terms and the Special Terms, the Contributor grants the Customer a limited, non-exclusive, non-transferable licence to access the Subscription Content for the Initial Term and each Renewal Period.
2. The Customer acknowledges and agrees that the Subscription Content available on the Contributor Profile may change from time to time, and that the removal of any particular piece of Contributor Content from the Contributor Profile shall not constitute a breach of these Subscription Terms by the Contributor.  
3. Each of the Customer and the Contributor must comply in full with the Terms of Use at all times. In addition, and without affecting each of the Customer and the Contributor’s obligations under the Terms of Use, the Customer shall not copy, reproduce, share, transfer or otherwise use any Subscription Content save as expressly permitted in the Special Terms or these Subscription Terms.
7. subscription term and charges

Basis of charging

1. The Customer’s Subscription shall run on a monthly basis and automatically renew each month until the Subscription Contract is terminated pursuant to clause 9 or 35. By way of example only, if the Customer purchases a Subscription on the 5^th of a calendar month, then the Initial Term shall run from that date to (and including) the 4^th of the following calendar month, and each Renewal Period shall then begin on the 5^th day of each successive calendar month.
2. The Charges are as set out during the Subscription Order process and are determined by the Contributor in their discretion. The Customer shall pay to SoSpoilt (on behalf of the Contributor) the Charges for the Initial Term and each subsequent Renewal Period upfront at the start of that Initial Term or Renewal Period (as applicable). 
3. The Charges shall include the price for the Subscription plus any applicable VAT.  VAT shall be calculated and added where appropriate at the applicable rate so that final Charges at checkout shall be shown inclusive of such VAT. The Contributor has the right to make changes to the Charges from time to time, although the Contributor shall not make any change effective to the Charges applicable to the Customer during the current Initial Term or current Renewal Period (as applicable). If these changes result in an increase in the Charges payable by the Customer, the Contributor (or SoSpoilt on behalf of the Contributor) shall inform the Customer in advance of the change and provide the Customer with the option to terminate the Subscription Contract with effect from the current Initial Term or current Renewal Period. 
4. The Contributor takes reasonable care to ensure that the Charges stated for the Subscription are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite the Contributor’s reasonable efforts, some of the subscription options on the Website may be incorrectly priced. If the correct price for the Subscription is higher than the price stated on the Website, the Contributor (or SoSpoilt on behalf of the Contributor) will contact the Customer as soon as possible to inform the Customer of this error and will give the Customer the option of continuing to purchase the Subscription at the correct price or cancelling the Subscription Order. The Contributor will not process the Subscription Order until it has the Customer’s instructions. If the Contributor (or SoSpoilt on behalf of the Contributor) is unable to contact the Customer using the contact details the Customer provided during the Subscription Order process, the Contributor will treat the Subscription Order as cancelled and notify the Customer in writing. However, if the Contributor mistakenly accepts and processes the Subscription Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Contributor may cancel the Subscription Contract and refund the Customer any sums the Customer has paid.

Payment

5. The Customer shall pay the Charges to SoSpoilt (on behalf of the Contributor) using a Payment Method, which may include a non-transferable prepayment method (conditional upon any terms applicable to such prepayment method referred to in the relevant section of the Website).  We are authorised by each Contributor to accept payment on their behalf and payment of the Charges to us will fulfil the Customer’s obligation to pay the Charges to the Contributor. 
6. If the Customer’s Payment Method is a MasterCard, Visa, American Express or Visa Delta JCB card, the Customer authorises SoSpoilt (on behalf of the Contributor) to take payments from the card chosen by the Customer on a recurring monthly basis as applicable, for the duration of the Subscription including for any additional amounts arising under clause 7.3 or otherwise (including any VAT or other taxes and late fees, as applicable) that may be accrued by or in connection with the Subscription.  
7. Right to Cancel

This clause 8 relates to the Customer’s rights to cancel the Subscription Contract and receive a refund. The Customer can obtain advice about their right to cancel their Subscription Contract from their local Citizens’ Advice Bureau or Trading Standards Office.

1. Under the Regulations, the Customer has the right to cancel their Subscription Contract for any reason during the Cooling-off Period.  
2. To exercise the right to cancel in accordance with clause 8.1, the Customer must inform SoSpoilt (on behalf of the Contributor) of their decision to cancel the Subscription Contract by making a clear statement (for example a letter sent by post or email). The easiest way to do this is to contact SoSpoilt’s Customer Services team, whose contact details can be found in clause 26. The Customer may use the following model cancellation form, but is not required to do so:

Model Cancellation Form To: SoSpoilt.com, Unit 12, Park Royal Metro Centre, London NW10 7PA E-mail address: feedback@sospoilt.com    I/We(*) hereby give notice that I/We(*) cancel from my/our (*) contract of sale of the following goods(*)/for the provision of the following service*, Ordered on(*) / received on(*) Name of consumer(s), Address of consumer(s), Signature of consumer (only if this form is notified on paper) Date (*) Please delete if not applicable

 

3. To meet the cancellation deadline, it is sufficient for the Customer to send their communication concerning the exercise of their right to cancel before the Cooling-off Period has expired.
4. If the Customer exercises their right of cancellation in accordance with clause 8.1, the Subscription Contract will come to an end and we will (on behalf of the Contributor) reimburse to the Customer all payments received from the Customer for the Subscription. The Contributor (or SoSpoilt on behalf of the Contributor) will make this reimbursement no later than 14 days after the day on which the Customer informed SoSpoilt (on behalf of the Contributor) about their decision to cancel the Subscription Contract. The reimbursement will be made using the same means of payment the Customer used to pay for the Subscription, unless the Customer expressly agrees otherwise.
5. If the Customer wishes to access Subscription Content during the Cooling-off Period then they may do so but: 
1. the Customer expressly agrees that the Contributor may begin to make the Subscription Content available to the Customer during the Cooling-Off Period; and
2. the Customer expressly acknowledges and agrees that their right to cancel the Subscription Contract under the Regulations will be lost. 

9. TERMINATION

The Customer’s rights to terminate

1. In addition to the Customer’s right to cancel under clause 8, the Customer may cancel the Subscription Contract by notifying SoSpoilt (on behalf of the Contributor) in accordance with clause 26.  The Subscription Contract will be cancelled from the end of the Initial Term or Renewal Period (as applicable) during which the Customer cancelled the Subscription Contract.
2. The Customer will continue to have access to the Subscription Content for the period between the Customer notifying SoSpoilt (on behalf of the Contributor) that the Customer wishes to cancel the Subscription Contract and the cancellation taking effect under clause 9.1 above, provided that the Customer has paid the Charges for that period.

Suspension and termination by the Contributor

1. The Contributor may terminate the Subscription Contract in accordance with clause 10 or 20. 
9. Events outside of control
1. The Contributor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under any Subscription Contract that is caused by an Event Outside Of Control. 
2. If an Event Outside Of Control takes place that affects the performance of the Contributor’s obligations under the Subscription Contract: 
1. the Contributor will (via SoSpoilt) attempt to contact the Customer as soon as reasonably possible to notify the Customer; and
2. the Contributor’s obligations under the Subscription Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Of Control.
3. Either the Contributor or the Customer may terminate the Subscription Contract if an Event Outside Of Control affects the performance of the Contributor’s obligations under the Subscription Contract for 15 days or more. If the Contributor exercises this right of termination, it shall refund the Customer on a pro rata basis from the start of the applicable Event Outside Of Control, the Charges paid by the Customer that are for the portion of the Subscription remaining after termination of the Subscription Contract occurs. 
10. Liability 
1. Nothing in this Agreement excludes or limits the Contributor’s liability:
1. in respect of death or personal injury caused by its own negligence;
2. in relation to fraud or theft; and/or
3. any other liability which may not be limited or excluded under applicable law.
2. If the Contributor fails to comply with a Subscription Contract, the Contributor is responsible for loss or damage that the Customer suffers that is a foreseeable result of the Contributor’s breach of such Subscription Contract or its negligence, but the Contributor is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of the Contributor’s breach or if it was contemplated by the Customer and the Contributor at the time that these Subscription Terms became binding on the Customer and the Contributor in respect of such Subscription Contract.

SECTION B: ADDITIONAL CONTENT TERMS

12. Description
1. The Additional Content Contract is between the Customer and the Contributor from whom the Customer purchases Additional Content. SoSpoilt is not a party to any Additional Content Contract and shall have no liability under any Additional Content Contract. SoSpoilt is solely providing services to Contributors including acting as its intermediary and disclosed agent in the name of and on behalf of Contributors in facilitating the conclusion of Additional Content Contracts for Additional Content that Customers may wish to purchase from Contributors.
2. Please note that each Additional Content Contract will incorporate these Additional Content Terms as well as:
1. the General Terms; and
2. any Special Terms set out in the applicable Contributor Profile when the Customer places an Additional Content Order.

Contributors are free to determine in their reasonable discretion any Special Terms applicable save that in the event of a conflict between these Additional Content Terms and the Special Terms, the relevant provisions of the Additional Content Terms shall prevail.

13. Ordering Additional Content
1. The Customer must be at least 18 years old to place an Additional Content Order. 
2. In order to submit an Additional Content Order via the Website the Customer must: (a) register an Account; and (b) follow the procedure set out on the Website to submit an Additional Content Order. 
3. The order process allows the Customer to check and amend any errors before submitting an Additional Content Order to the Contributor. Please check the Additional Content Order carefully before confirming it. The Customer is responsible for ensuring that their Additional Content Order is complete and accurate.
4. An Additional Content Order is an offer by the Customer to license Additional Content from the Contributor. After the Customer places an Additional Content Order, the Customer will receive an e-mail from the Contributor (or SoSpoilt on behalf of the Contributor) acknowledging that the Contributor has received it, but please note that this does not mean that the Additional Content Order has been accepted. SoSpoilt (acting with the authority and as disclosed agent of the Contributor) will separately notify the Customer if the Contributor (or SoSpoilt on behalf of the Contributor) accepts the offer, at which point these Additional Content Terms, the General Terms, the Additional Contributor Terms and the Additional Content Order shall be binding on the Customer and an Additional Content Contract shall be formed.
5. If the Contributor is unable to provide the Additional Content to the Customer for any reason, the Contributor (or SoSpoilt on behalf of the Contributor) will inform the Customer of this by e-mail and will not process the Additional Content Order. If the Customer has already paid for the Additional Content, the Customer will receive a full refund.
14. Access to additional content and compliance with terms of use
1. In consideration for the Customer’s payment of the Charges and compliance in full with these Additional Content Terms, the General Terms and the Special Terms, the Contributor grants the Customer a limited, non-exclusive, non-transferable licence to access the Additional Content.
2. The Contributor will provide the Additional Content to the Customer as soon as the Additional Content Order is accepted (unless otherwise specified during the Additional Content Order process). 
3. Each of the Customer and the Contributor must comply in full with the Terms of Use at all times. In addition, and without affecting each of the Customer and the Contributor’s obligations under the Terms of Use, the Customer shall not copy, reproduce, share, transfer or otherwise use any Additional Content save as expressly permitted in the Special Terms or these Additional Content Terms.
15. TIPS
1. The Customer may offer to pay a Tip to a Contributor using a Payment Method. In order to pay a Tip, follow the procedure set out on the applicable Contributor Profile. 
2. Please note that a Tip is an optional gift given by the Customer in their discretion without the right to receive anything in return, and does not form part of any Subscription Contract, Additional Content Contract or any other agreement between the Customer, the Contributor and/or SoSpoilt. 
3. For the avoidance of doubt, neither the Contributor nor SoSpoilt shall have any liability to the Customer whatsoever in relation to any Tip.
16. Payment
1. The Charges for the Additional Content are set out on the Website and are determined by the Contributor in their discretion VAT shall be calculated and added where appropriate at the applicable rate so that final Charges at checkout are shown inclusive of any local VAT chargeable. 
2. The Customer shall pay the Charges to SoSpoilt (in its capacity as disclosed agent acting in the name of and on behalf of the Contributor) using a Payment Method.
3. It is always possible that, despite the Contributor’s best efforts, some Additional Content may be incorrectly priced. The Contributor will normally check prices before accepting an Additional Content Order so that, where the correct price of any Additional Content at the time of an Additional Content Order is less than the Contributor’s stated price at that time, the Contributor will charge the lower amount. If the correct price of the Additional Content at the time of an Additional Content Order is higher than the price stated to the Customer, the Contributor will contact the Customer for the Customer’s instructions before the Contributor accepts the Additional Content Order. If the Contributor accepts and processes an Additional Content Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Contributor may end the Additional Content Contract and refund the Customer any sums the Customer has paid.
4. If the Customer’s payment is not authorised, the Additional Content Order will not be fulfilled.
17. Right to Cancel

This clause 17 relates to the Customer’s rights to cancel an Additional Content Contract and receive a refund. The Customer can obtain advice about their right to cancel an Additional Content Contract from their local Citizens’ Advice Bureau or Trading Standards Office.

1. Under the Regulations, the Customer has the right to cancel an Additional Content Contract, for any reason during the Cooling-off Period.  
2. To exercise the right to cancel in accordance with clause 17.1, the Customer must inform SoSpoilt (on behalf of the Contributor) of their decision to cancel the Additional Content Contract by making a clear statement (for example a letter sent by post or email). The easiest way to do this is to contact SoSpoilt’s Customer Services team, whose contact details can be found in clause 26. The Customer may use the following model cancellation form, but is not required to do so:

Model Cancellation Form To: SoSpoilt.com, Unit 12, Park Royal Metro Centre, London NW10 7PA E-mail address: feedback@sospoilt.com    I/We(*) hereby give notice that I/We(*) cancel from my/our (*) contract of sale of the following goods(*)/for the provision of the following service*, Ordered on(*) / received on(*) Name of consumer(s), Address of consumer(s), Signature of consumer (only if this form is notified on paper) Date (*) Please delete if not applicable

 

3. To meet the cancellation deadline, it is sufficient for the Customer to send their communication concerning the exercise of their right to cancel before the Cooling-off Period has expired.
4. If the Customer exercises their right of cancellation in accordance with clause 17.1, the Additional Content Contract will come to an end and we will (on behalf of the Contributor) reimburse to the Customer all payments received from the Customer for the Additional Content Contract.  The Contributor (or SoSpoilt on behalf of the Contributor) will make this reimbursement no later than 14 days after the day on which the Customer informs SoSpoilt (on behalf of the Contributor) about their decision to cancel the Additional Content Contract. The reimbursement will be made using the same means of payment the Customer uses to pay for the Additional Content, unless the Customer expressly agrees otherwise.
5. If the Customer wishes to access Additional Content during the Cooling-off Period then the Customer may do so but: 
1. the Customer expressly agrees that the Contributor may begin to make the Additional Content available to the Customer during the Cooling-Off Period; and
2. the Customer expressly acknowledges and agrees that their right to cancel the Additional Content Contract under the Regulations (as set out in clause 17.1) will be lost.

18. Events outside of control
1. The Contributor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under any Additional Content Contract that is caused by an Event Outside Of Control. 
2. If an Event Outside Of Control takes place that affects the performance of the Contributor’s obligations under the Additional Content Contract: 
1. the Contributor will (via SoSpoilt) attempt to contact the Customer as soon as reasonably possible to notify the Customer; and
2. the Contributor’s obligations under the Additional Content Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Of Control.
3. Either the Customer or the Contributor may terminate the Additional Content Contract if an Event Outside Of Control affects the performance of the Contributor’s obligations under the Additional Content Contract for 15 days. If the Contributor exercises this right of termination, it shall refund the Customer on a pro rata basis, the Charges paid by the Customer for any Additional Content not delivered. 
19. Liability
1. Nothing in this Agreement excludes or limits the Contributor’s liability:
1. in respect of death or personal injury caused by its own negligence;
2. in relation to fraud or theft; and/or
3. any other liability which may not be limited or excluded under applicable law.
2. Without affecting clauses 15.3 or 19.1, if the Contributor fails to comply with an Additional Content Contract, the Contributor is responsible for loss or damage the Customer suffers that is a foreseeable result of the Contributor’s breach of such Additional Content Contract or its negligence, but the Contributor is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of the Contributor’s breach or if it was contemplated by the Customer and the Contributor at the time that these Additional Content Terms became binding on the Customer and the Contributor in respect of such Additional Content.SECTION C: GENERAL TERMS

20. Suspension and termination
1. If the Customer breaches any of these Customer Terms (including if the Customer fails to pay any Charges due under a Subscription Contract or Additional Content Contract), we (on behalf of the Contributor in the case of a breach by the Customer of the Subscription Terms or Additional Content Terms) may immediately do any or all of the following (without limitation):
1. issue a warning to the Customer;
2. temporarily or permanently remove any User Generated Content uploaded by the Customer to the Website;
3. temporarily or permanently withdraw the Customer’s right to use the Website;
4. suspend or terminate an Account and/or any Subscription Contract and/or Additional Content Contract that the Customer has entered into;
5. issue legal proceedings against the Customer for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
6. take further legal action against the Customer; and/or
7. disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
2. The Contributor (or us on behalf of such Contributor) may cancel a Subscription Contract or Additional Content Contract at any time by giving the relevant Customer at least seven days’ notice in writing.
21. consequences of termination
1. If the Contributor (or us on behalf of the Contributor) terminates a Subscription Contract or Additional Content Contract, we will (on behalf of the Contributor) refund any money the Customer has paid in advance for Additional Content not provided or in respect of any balance of the Initial Term/Renewal Period (as applicable) following such termination, but where the Contributor (or us on behalf of the Contributor) is terminating in accordance with clause 20.1 we may deduct or charge the Customer reasonable compensation for the net costs we and/or the Contributor will incur as a result of the Customer breaching the Subscription Contract or Additional Content Contract (and, for the avoidance of doubt, where termination is due to the Customer’s fraud or money-laundering, or a charge-back, no refund shall be paid).
2. On expiry or termination of a Subscription Contract or Additional Content Contract for any reason:
1. save where clause 21.1 applies, the Customer shall immediately pay all outstanding unpaid Charges;
2. the Customer’s access to the Subscription Content or Additional Content (as applicable) will be revoked; and
3. the licence granted in clause 6.1 or 14.1 (as applicable) will cease.
3. The Contributor (or SoSpoilt on behalf of the Contributor) shall pay any refund due from the Contributor to the Customer on termination of the Subscription Contract or Additional Content Contract no later than 30 days from the date of termination.  The Contributor (or SoSpoilt on behalf of the Contributor) shall pay such refund using the Payment Method the Customer selected when the Customer placed the Subscription Order (or by cheque if the Customer has made payment to via direct debit) or Additional Content Order.
4. Any provision of these Platform Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
22. Changes to these Platform Terms
1. We may make changes to these Customer Terms and our Terms of Use from time to time, and the Contributor may make changes to the Special Terms from time to time. We will give Customers advance written notice of such changes where they will have a material effect on the Customer’s Subscription Contract or Additional Content Contract and, in such cases, the Customer shall be entitled to terminate their Subscription Contract and/or Additional Content Contract from the effective date of such changes and receive a proportionate refund in respect of Charges paid for the period following termination. 
2. Please check these Customer Terms regularly to ensure that the User understands the Customer Terms that apply at the time that the User accesses and uses the Website, Subscription Content and/or Additional Content or enters into any Subscription Contract or Additional Content Contract.
23. Other important information
1. Each of the clauses of these Customer Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
2. If the Contributor fails to insist that the Customer performs any of their obligations under these Customer Terms, or if the Contributor does not enforce its rights against the Customer, or if the Contributor delays in doing so, that will not mean that such rights have been waived against the Customer and will not mean that the Customer does not have to comply with those obligations. If the Contributor does waive a default by the Customer, such waiver will only be given in writing, and that will not mean that any later default by the Customer will automatically be waived.
3. Further information about the Customer’s consumer rights is available from the Customer’s local Trading Standards office or Citizens Advice Bureau. Nothing in these Customer Terms will affect a Customer’s consumer rights.
24. DATA PROTECTION

We have access to User personal data (including personal data in any User Generated Content) when a User uses our Website. We process such personal data in accordance with applicable data protection and consumer laws. For details of the categories of personal data that Users provide to us or are generated by us and are shared with other Users and third parties and for why we access and process that personal data, please see our Privacy & Cookie notice. This also describes User data protection rights, including rights to object to certain types of processing activity.  

25. Governing law and jurisdiction
1. These Customer Terms are governed by English law.  This means that any Subscription Contract and/or any Additional Content Contract, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.  
2. The Customer may bring any dispute which may arise under these Customer Terms (including in relation to any Subscription Contract and/or any Additional Content Contract) to – at the Customer’s discretion – either the competent court of England, or to the competent court of the Customer’s country of habitual residence if this country of habitual residence is an EU Member State, which courts are – with the exclusion of any other court – competent to settle any of such a dispute. The Contributor shall bring any dispute which may arise under these Customer Terms to the competent court of the Customer’s country of habitual residence if this is in an EU Member State, or otherwise the competent court of England.
3. As a consumer, if the Customer is resident in the European Union and we direct this Website to (and/or pursue our commercial or professional activities in relation to the Website in) the EU Member State in which the Customer is resident, the Customer will benefit from any mandatory provisions of the law of the country in which the Customer is resident.  Nothing in these Customer Terms, including clause 25.1, affects the Customer’s rights as a consumer to rely on such mandatory provisions of local law.
26. Contacting us
1. If the Customer has any questions, queries or complaints regarding the Website or any Subscription Contract or Additional Content Contract, the Customer can always contact us (on behalf of the Contributor in respect of any Subscription Contract or Additional Content Contract) by clicking here or by using the following details: 

Address: Unit 12, Park Royal Metro Centre, London NW10 7PA

Email address: feedback@sospoilt.com 

PART 3: CONTRIBUTOR TERMS

27. Description
1. The Website enables Contributors to connect with Customers and Brands (as applicable) and provides Contributors with the opportunity to provide services and digital content to such Customers and Brands directly.  Each Contributor acknowledges that SoSpoilt, in operating the Website even where essentially automated, is providing a platform service to Contributors (only) including acting as a disclosed agent in the name of and on behalf of each Contributor in concluding: (a) Subscription Contracts and Additional Content Contracts as between Contributors and Customers; and (b) Collaboration Contracts as between Contributors and Brands, and in handling certain related ancillary obligations on the Contributor’s behalf.  Accordingly, any Orders submitted via the Website by a Customer or a Brand will result in a direct contract (being a Subscription Contract and/or Additional Content Contract in respect of a Customer, and a Collaboration Contract in respect of a Brand) solely between the Contributor and that relevant Customer or Brand, which terms will be set by Contributors, subject to incorporating appropriate terms set out herein for the protection of users, the Website, and SoSpoilt.  
2. These Contributor Terms are therefore between SoSpoilt and the Contributor and set out the terms and conditions on which a Contributor may register a Contributor Profile on the Website, publish content on such Contributor Profile and enter into Subscription Contracts, Additional Content Contracts and Collaboration Contracts (as applicable) directly with users of the Website. Any use by a Contributor of a Contributor Profile on the Website is subject strictly to these Contributor Terms, which (together with any information provided on the registration page for the Contributor’s Contributor Profile (such as the initial amount of the SoSpoilt Fee)) are incorporated into each Contributor Contract.
3. In using the Website in compliance with these Platform Terms, Contributors are free to supply services and digitally deliver content to Customers and Brands via the Website as and when they prefer at their reasonable discretion and subject to the prices which they determine – the purpose of these Platform Terms is to ensure an acceptable and consistent user experience through the use of the Website and compliance with applicable laws.
28. Contributor Profile registration AND CONTENT UPLOAD
1. In order to upload Contributor Content to the Website or enter into Collaboration Contracts with Brands the Contributor must first register a Contributor Profile using the process set out on the Website, which process shall require the Contributor to provide details of a valid VAT registration number (where applicable). 
2. The Contributor’s submission of a request to register a Contributor Profile is an offer by the Contributor to enter into a Contributor Contract with SoSpoilt on these Contributor Terms. After the Contributor submits a request to register a Contributor Profile, the Contributor will receive an e-mail from us acknowledging that we have received it, but please note that this does not mean that the Contributor’s request to register a Contributor Profile has been accepted. We will separately notify the Contributor if we accept the Contributor’s offer at which point these Contributor Terms shall be binding on the Contributor and a Contributor Contract shall be formed. The Contributor must treat all login details (including any password) as confidential and must not disclose such details to any third party. 
3. The Contributor must ensure that all information contained in the Contributor’s Contributor Profile is accurate and up to date at all times.
4. Once the Contributor has registered a Contributor Profile, the Contributor may begin to upload Contributor Content to the Contributor’s Contributor Profile and/or notify Brands via the Contributor’s Contributor Profile that the Contributor is willing to provide Collaborations.
5. Without prejudice to any of our other rights set out in these Contributor Terms or in the Terms of Use, we reserve the right to remove (and/or require the Contributor to remove) any Contributor Content from the Contributor Profile that we believe is not in compliance with these Contributor Terms or the Terms of Use.
29. CuSTOMER ORDERS

When a Customer submits an Order to the Contributor via the Website, the Contributor (as principal) authorises SoSpoilt to act, and SoSpoilt hereby shall act, as disclosed agent in the name of and on behalf of the Contributor to accept and conclude such Order.  SoSpoilt will, in its sole discretion and as agent acting with the authority of the Contributor (as principal), determine whether to accept any Order(s) made via the Website, and a notification of any Order acceptance shall be submitted to the Customer. The Subscription Contract and/or Additional Content Contract direct between the Contributor and the Customer shall come into existence when we send such notification. Customers are responsible for paying for all Orders and for complying with these Platform Terms and the Terms of Use.  SoSpoilt shall not have any liability for the provision of services and content by the Contributor as principal to Customers.

30. COLLABORATION ORDERS

30.1 If a Brand wishes to enter into a Collaboration Contract, the Brand must send the Contributor a direct message via the Website using the “Request a Collab” button on the Contributor’s Profile. The Brand and the Contributor will separately agree the brief and other key details about the Collaboration in a Collaboration Proposal. When a Brand accepts the Contributor’s Final Collaboration Proposal via the Website, the Brand submits a Collaboration Order to the Contributor and the Contributor (as principal) authorises SoSpoilt to act, and SoSpoilt hereby shall act, as disclosed agent in the name of and on behalf of the Contributor to accept and conclude such Collaboration Order. SoSpoilt will, in its sole discretion and as agent acting with the authority of the Contributor (as principal), determine whether to accept any Collaboration Order(s) made via the Website, and a notification of any Collaboration Order acceptance shall be submitted to the Brand. The Collaboration Contract direct between the Contributor and the Brand shall come into existence when we send such notification. Brands are responsible for paying Contributors for all Collaboration Orders and for complying with these Platform Terms and the Terms of Use. SoSpoilt shall not have any liability for Collaborations and the provision of other services and content by a Contributor as principal to Brands.

30.2 If the Contributor is unable to provide the Branded Content to the Brand for any reason, the Contributor (or SoSpoilt on behalf of the Contributor) will inform the Brand of this by e-mail and will not process the Collaboration Order.  If the Brand has already paid the Charges for the Branded Content, the Brand will receive a full refund from the Contributor (or SoSpoilt on behalf of the Contributor).

31. Key obligations
1. It is a condition of the Contributor Contract that the Contributor:
1. is legally entitled to and capable of supplying the Contributor Content and, in respect of Collaborations, posting the Branded Content on the Contributor Channels;
2. complies in full with, and that all Contributor Content complies in full with, the Terms of Use and all applicable laws at all times;
3. ensures that any User Generated Content the Contributor uploads via an Interactive Feature (for example chat interactions with any Customers or Brands) complies with the Terms of Use and all applicable laws;
4. complies in full with: (a) all Subscriptions Contract and Additional Content Contracts that the Contributor enters into from time to time with Customers; and (b) all Collaboration Contracts that the Contributor enters into from time to time with Brands, and does not sell any goods as a separate or incidental supply through the Website; 
5. ensures that any Special Terms that the Contributor seeks to incorporate into a Subscription Contract, Additional Content Contract or Collaboration Contract are fair, reasonable and comply in all respects with all applicable laws and regulations;
6. complies in full with our reasonable instructions in relation to the operation of the Contributor Profile from time to time;
7. shall not, and shall procure that any third parties acting on behalf of the Contributor (including Contributor’s Agent) shall not, during the term of the Contributor Contract and for 12 months after its expiry or termination: (a) offer or agree outside of the Website (whether directly or indirectly) to provide influencer services to any Brand who has contacted or engaged the Contributor on the Website; and/or (b) request or share contact information, including email addresses and phone numbers, from or with such Brand for the purpose of discussing future Collaborations outside of the Website, without SoSpoilt’s prior written approval in all circumstances;
8. does not, by any act or omission, bring the Website and/or SoSpoilt and/or a Brand for whom the Contributor provides Branded Content, or either SoSpoilt’s or the Brand’s Affiliates into disrepute or cause any scandal or embarrassment, including any connection with any criminal activity; and
9. hereby authorises us to act as the Contributor’s disclosed agent in concluding and in performing certain of the Contributor’s obligations and exercising certain of the Contributor’s rights under each Subscription Contract, Additional Content Contract, and Collaboration Contract on the Contributor’s behalf, as expressly indicated in these Platform Terms;
10. hereby authorises us, if the Contributor does not specify an alternative trading address in their Contributor Profile (including, for example, by way of the Special Terms), to communicate to: (a) Customers in Subscription Contracts and Additional Content Contracts; and (b) Brands in Collaboration Contracts, that the Contributor’s  trading address is “Sospoilt  PO Box 1668 London WC1N3XX”; and
11. if the Contributor seeks to supply any goods in conjunction with a Subscription Contract, Additional Content Contract or Collaboration Contract, then the Contributor must supply such goods outside of the Website and under a separate contract between the Contributor and the Customer or Brand (as applicable) and no payment from Customers or Brands collected by SoSpoilt on the Contributor’s behalf shall constitute consideration for such goods or be treated as a discharge of payment for such goods.  Contributors will be solely responsible for obtaining any reimbursement from Customers or Brands for such costs.
32. SoSpoilt fees payment AND TAXES
1. In consideration for the operation by us of the Website and the opportunity to set up a Contributor Profile and the provision of our related agency and other related services in respect of Subscription Contracts, Additional Content Contracts, and Collaboration Contracts on the Contributor’s behalf, the Contributor shall pay the SoSpoilt Fee and hereby authorises us to:
1. act as payment processing agent for any Contributor Payments due to Contributors from Customers and/or Brands including to accept payment on the Contributor’s behalf; and
2. retain from such Contributor Payments the SoSpoilt Fee as notified to the Contributor plus any applicable VAT.
2. Each Contributor acknowledges that: (a) a Customer’s payment of the purchase price for Subscriptions, Subscription Content and/or any Additional Content to SoSpoilt (acting in its capacity as the Contributor’s disclosed agent) will, as between the Contributor and the Customer, be treated as a good discharge of the Customer’s payment obligation, whether or not the money then ultimately moves to the Contributor; and (b) a Brand’s payment of the Charges for a Collaboration and/or any Branded Content to SoSpoilt (acting in its capacity as the Contributor’s disclosed agent) will, as between the Contributor and the Brand, be treated as a good discharge of the Brand’s payment obligation, whether or not the money then ultimately moves to the Contributor.  Referral Payments (if any) shall be made by SoSpoilt to a Contributor pursuant to and in accordance with the SoSpoilt Referral Program Terms and Conditions.
3. Following payment by a Customer of any Contributor Payments, we shall deduct the SoSpoilt Fees and the Balance in respect of such Contributor Payments will be made available to the Contributor in accordance with the ‘Fees’ section of the Website (available here). 
4. Please note that in order for a Contributor to receive payment of any Contributor Payments from a Brand relating to a Collaboration, the Contributor must, within forty-eight (48) hours of posting the relevant Branded Content on the agreed Contributor Channels, send a screenshot or direct link to the Brand to verify that the Contributor has complied with their obligations under the Collaboration Contract. Once the Brand has confirmed that the Branded Content has been posted in accordance with the Collaboration Contract (which it must do within forty-eight (48) hours) and following payment by a Brand of the relevant Contributor Payments, we shall deduct the applicable SoSpoilt Fees from such Contributor Payments and pay the applicable Balance to the Contributor (or the Contributor’s Agent – see clause 32.5) in accordance with the ‘Fees’ section of the Website. 
5. The Contributor may direct SoSpoilt to pay the Contributor Payments to the Contributor’s Agent by adding the Contributor’s Agent’s bank details to the Contributor’s Profile. The Contributor warrants and represents that the Contributor’s Agent is authorised by the Contributor to act as its payment intermediary to receive and collect all Contributor Payments in the name of and on behalf of the Contributor.   Receipt by the Contributor’s Agent of the Contributor Payments will be good and valid discharge of ours and a Brand’s payment obligations to the Contributor under these Platform Terms.  
6. SoSpoilt Fees and any other amounts stated as payable to SoSpoilt under these Platform Terms shall be paid (whether by deduction or otherwise) by the Contributor in full, free and clear of all deductions, withholdings, set-offs or counterclaims and such amounts shall be exclusive of any amount in respect of VAT (and any other relevant taxes) which, if chargeable, shall be payable in addition to such amounts.
7. Where there is any dispute between a Brand and a Contributor regarding a Collaboration Contract and the Charges payable, the Brand and the Contributor must cooperate together in good faith to resolve the dispute. We may provide assistance as we consider necessary in the circumstances, however we shall not be responsible for resolving any disputes between a Brand and a Contributor.  
8. We may set off any liability of the Contributor to us (whether under the Contributor Contract or otherwise) against the Balance, and make a deduction from the Balance accordingly (including, for example, to account for any refunds, chargebacks, fraudulent activity and/or money laundering). 
9. We have the right to make changes to the SoSpoilt Fee from time to time, although we shall provide the Contributor with at least one month’s notice of such a change.
10. Contributor Payments from Customers or Brands can be made on our Website by credit or debit card, or other payment method made available by SoSpoilt, which may include a non-transferable prepayment method subject to applicable terms referred to in the relevant section of the Website. Once an Order has been confirmed, the relevant credit or debit card or other Payment Method will be authorised and the total amount marked for payment. Payment is made directly to SoSpoilt acting as disclosed agent on behalf of the Contributor only, as set out further in the ‘Fees’ section of the Website (available here). 

Taxes

Contributors are responsible for compliance with all applicable tax and regulatory obligations applicable to them including in respect of Contributor Payments from Customers pursuant to any Order, Subscription, Subscription Contract, and/or under any Additional Content Contract (save in respect of VAT as referred to in clause 32.11 below) or from Brands pursuant to any Collaboration Order or from SoSpoilt in respect of any Referral Payments. We recommend that Contributors take independent legal and tax advice in this respect. SoSpoilt is not responsible for advising Contributors on their tax affairs.  If SoSpoilt is notified of or becomes aware of any tax (including VAT) non-compliance by the Contributor or otherwise evidence of potential tax (including VAT) non-compliance is notified or presented to or received by SoSpoilt, the Contributor agrees to provide any information relating thereto as may be reasonably required by SoSpoilt within the time frame required by SoSpoilt and SoSpoilt reserves the right to close or remove the Contributor Profile(s).  The Contributor hereby agrees to indemnify and hold harmless SoSpoilt from and against any tax liabilities, duties, levies, claims, interest or penalties damages, costs and expenses that may be imposed on SoSpoilt and/or its affiliates arising from or in any way related to their failure to comply with any such laws and regulations or the matter or circumstance giving rise to such taxes or liabilities including any non-payment of taxes due from them.  

11. For VAT purposes (only), we shall account (in place of the Contributor) in respect of the VAT amounts required to be accounted for in respect of Customer purchases from Contributors and related Charges only to the extent such purchases are for supplies from Contributors which constitute “electronically supplied services” for VAT purposes in Europe and/or the UK. Under certain VAT rules applicable to us, Contributors are deemed to make a supply of their electronically-supplied services to us rather than to the Customers directly, and then we are deemed to on-supply them to Customers, in each case for VAT purposes only. Where a Contributor is validly UK VAT registered, this must be notified to us and such Contributors must issue to us a valid VAT invoice in respect of any electronically-supplied services deemed to be purchased by us prior to payment of the relevant UK VAT element due to such Contributor in respect of such purchases, after which such UK VAT element shall be paid separately.  To learn more about how we handle VAT in respect of electronically-supplied services, please do check our VAT guide (available here). Contributors acknowledge that SoSpoilt is entitled to ask for a Contributor’s valid VAT registration details and any other information as may be reasonably required by SoSpoilt (for example, a copy of their latest duly filed VAT return, whether prior to or subsequent to any VAT remittance/payment), and to issue VAT invoices in respect of the SoSpoilt Fee to any relevant Contributor, and any such invoice will state such VAT registration number in compliance with applicable VAT laws.  In the absence of a valid VAT registration number, SoSpoilt may either ask a Contributor to confirm that they are acting in business for VAT purposes and/or it may assume that any Contributor, by virtue of such Contributor’s commercial use of the Website, is acting as such.  A Contributor will be treated as being in business if they carry on an economic activity, whatever the purpose or result of that activity, and the Contributor expressly acknowledges and agrees that by agreeing to these Platform Terms, the Contributor intends to provide services in a non-incidental manner such that SoSpoilt is entitled to consider the Contributor to be a taxable person for VAT purposes in accordance with applicable VAT laws, however any Contributor is invited to duly inform SoSpoilt otherwise and/or to communicate why this may not be the case.  SoSpoilt retains the right to request additional evidence in the absence of VAT registration numbers and Contributors shall cooperate in providing such evidence.
12. The Contributor, where validly UK VAT registered, shall duly pay and account for any relevant UK VAT Amount forming part of a Contributor Payment or Referral Payment which is accountable by them directly to HM Revenue & Customs in compliance with applicable VAT laws including within the time period required by such laws.

32.13 Contributors who are not registered for UK VAT must monitor the level of taxable sales that they make in the UK to ensure that they have not exceeded the UK VAT registration threshold.   If SoSpoilt reasonably believes based on the value of any Contributor Payments and Referral Payments that a Contributor should be registered for UK VAT where they are not already so registered, SoSpoilt shall notify the Contributor requiring the Contributor to provide a valid UK VAT registration number and the Contributor agrees that they shall so register and provide evidence of such valid UK VAT registration number within the time frame notified by SoSpoilt.  Failure to do so may result in the Contributor Profile being closed and the Contributor being prevented from using the Website.  More information on who is required to register for VAT in the UK can be found in the following guidance from HM Revenue & Customs at https://www.gov.uk/vat-registration/when-to-register. Please also note we are required by law to collect and maintain tax identification and similar information for tax purposes and to report such information to the relevant tax authorities in compliance with such applicable tax laws.  The Contributor further acknowledges that SoSpoilt is and may in the future be subject to reporting obligations including to monitor and collect information and carry out certain due diligence procedures on Contributors or other Users on a continuous basis, and in order to comply with such obligations and procedures (not limited to VAT), the Contributor acknowledges that SoSpoilt shall be entitled in its discretion (acting reasonably) to require any information from time to time from them for the purposes of compliance with such obligations and/or procedures (as determined by SoSpoilt) and/or to perform periodic checks and reviews to verify and/or report such information collected, and/or to confirm that the Contributor is compliant with applicable tax laws.  A failure by any Contributor or other User to provide such information required will constitute a breach of these Platform Terms and may result in their relevant Profile or Account being suspended in SoSpoilt’s sole discretion.

33. Intellectual property rights

SoSpoilt IPRs

1. Notwithstanding the Terms of Use, we and the Contributor agree that the SoSpoilt IPRs shall be owned exclusively by SoSpoilt.
2. We hereby grant the Contributor a limited, revocable, non-transferable, non-exclusive licence to use the SoSpoilt IPRs solely as necessary for the Contributor to use the Website (and perform its obligations under Subscription Contracts, Additional Content Contracts and Collaboration Contracts) for the duration of the Contributor Contract.

Contributor IPRs

3. We and the Contributor agree that (as between the Contributor and us) the Contributor shall own all Contributor IPRs (including, for the avoidance of doubt, any Contributor Content which shall belong to the Contributor unless otherwise agreed in a Collaboration Contract). 
4. The Contributor hereby grants us, to the greatest extent permissible by applicable law, a perpetual, irrevocable, worldwide, royalty-free transferable licence to: (a) use the Contributor IPRs for the purposes of operating the Website (and in particular ensuring that the Contributor Content is available on the Contributor Profile) and for the purposes of advertising and promoting the Website in any and all media. 

Warranties

5. The Contributor warrants and represents that: 
1. the Contributor owns, or has a licence to use in accordance with these Contributor Terms, all rights (including Intellectual Property Rights) in all Contributor IPRs; and
2. the use by us (including the inclusion on the Website by us) and/or the use by any party to a Subscription Contract, Additional Content Contract or Collaboration Contract of any Contributor Content in accordance with these Contributor Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party.
33. OUR Right to vary these Contributor Terms
5. Subject to clause 34.3, we may amend or add to these Contributor Terms by providing no less than 15 days’ notice to you in writing (the “Change Notice“), save that if the amendments or additions require the Contributor to make technical or commercial adaptations, we will provide the Contributor with such longer notice period, if necessary, as is reasonable in the circumstances (the “Extended Notice Period“). 
6. The Contributor may terminate their Contributor Contract before the expiry of the relevant notice period set out in the Change Notice. The Contributor may waive their right to terminate by means of a written statement or clear affirmative action after receipt of the Change Notice. By uploading any Contributor Content after receipt of the Change Notice, unless the Contributor has indicated their intention to terminate or if the Extended Notice Period applies, the Contributor shall be deemed to have waived their termination right under this clause 34.2.
7. The requirement for us to provide advance notice for any amendments or additions to these Contributor Terms under this clause 34.1 shall not apply where:
1. we are subject to a legal or regulatory obligation which requires us to change these Contributor Terms in a manner which does not allow us to respect the notice period referred to in clause 34.1; or
2. we have exceptionally changed these Contributor Terms to address an unforeseen and imminent danger related to defending the Website, the services available through the Website, the Customers or any Contributor or Brand from fraud, malware, spam, data breaches or other cybersecurity risks.
34. TERMINATIOn

The Contributor’s rights to terminate

1. The Contributor may terminate the Contributor Contract by providing us with at least one month’s notice in accordance with clause 40.  
2. The Contributor will continue to have access to the Website for the period between the Contributor notifying us that it wishes to cancel the Contributor Contract and the cancellation taking effect under clause 35.1 above, provided that the Contributor is in full compliance with these Platform Terms.

Suspension and termination by us

3. We may terminate the Contributor Contract by providing the Contributor with at least one month’s notice in accordance with clause 40. 
4. We may restrict or suspend any particular Contributor Content that we believe breaches these Contributor Terms. If we do so, we shall provide you with a written statement of reasons for our decision. For the avoidance of doubt, we do not review any Contributor Content prior to it being uploaded and are not obliged to once it is live on the Website, but we reserve the right to take down and/or restrict access to any Contributor Content supplied that we believe contravenes these Contributor Terms and/or the Terms of Use.
5. We may suspend or terminate the Contributor Contract and prohibit the Contributor from entering into any other Contributor Contracts or otherwise accessing the Website for a breach of any material term of these Contributor Terms or any Subscription Contract, Additional Content Contract or Collaboration Contract. Where we terminate the Contributor Contract due to breach of a material term of these Contributor Terms or any Subscription Contract, Additional Content Contract or Collaboration Contract, we shall provide you with 30 days’ prior notice of the termination and (subject to clause 35.7 below) a written statement of reasons for that decision.
6. We may also, without advanced notice, suspend or terminate the Contributor Contract and prohibit the Contributor from entering into any other Contributor Contracts or otherwise accessing the Website if:
1. we are subject to a legal or regulatory obligation which requires us to terminate the provision of the whole of Website to the Contributor in a manner which does not allow us to provide advance notice;
2. there is an imperative reason pursuant to applicable law; 
3. we can demonstrate that the Contributor has repeatedly infringed these Contributor Terms; or
4. we reasonably believe that the Contributor’s Contributor Profile is or has been the subject of any fraudulent activity or money laundering (or any attempt at the same) or excessive amounts of chargebacks, whether or not such activity or attempted activity is due to any act or omission of the Contributor.

In such circumstances, we will (subject to clause 35.7 below) provide you with a written statement of reasons.

1. We shall not provide you with a written statement of reasons where we are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where we can demonstrate that the Contributor has repeatedly infringed the Contributor Terms, resulting in termination of the provision of the Website to the Contributor.
35. consequences of termination
1. On expiry or termination of the Contributor Contract for any reason:
1. the Contributor’s Contributor Profile will be deleted (save as set out in clause 36.1.3 below) and the Contributor is prohibited from creating any further Contributor Profiles; 
2. the Contributor will not have access to the information provided or generated by the Contributor;
3. all Subscription Contracts and Additional Content Contracts entered into by the Contributor will be terminated (and the Contributor hereby authorises us to terminate all such Subscription Contracts and Additional Content Contracts on the Contributor’s behalf), save that we may (in our sole discretion) elect to retain the Contributor Profile (and the Subscription Content on such Contributor Profile) on the Website so as to allow all Subscription Contracts entered into by the Contributor to run to the end of their then current Initial Term or Renewal Period, at which point the Contributor Profile will be deleted and all Subscription Contracts will be terminated;
4. [all Collaboration Contracts entered into by the Contributor will be terminated (and the Contributor hereby authorises us to terminate all such Collaboration Contracts on the Contributor’s behalf). Where a Brand has paid the Charges for a Collaboration Contract in advance and termination of the Contributor Contract takes effect before the Contributor has posted the relevant Branded Content on the Contributor Channels, we will provide a full refund to the Brand and no payment shall be due to the Contributor in respect of the relevant Collaboration;] and
5. the licence granted in clause 33.2 will cease.
2. Save where the Contributor Contract is terminated by us pursuant to clause 35.5 or 35.6, we will transfer to the Contributor any outstanding Balance within forty-five (45) days of the effective date of termination.
3. Any provision of these Contributor Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
36. indemnities
1. The Contributor shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or a Brand as a result of:
1. any claim that the use of the Contributor Content or any other Contributor IPRs by us or any party to a Subscription Contract, Additional Content Contract or Collaboration Contract in accordance with these Platform Terms infringes the rights (including the Intellectual Property Rights) of any third party;
2. any use by the Contributor of the SoSpoilt IPRs other than in accordance with these Contributor Terms; 
3. any claim made against SoSpoilt arising out of the Contributor’s breach of any Subscription Contract, Additional Content Contract or Collaboration Contract; and/or
4. any other breach of these Contributor Terms.
37. Liability 
1. Except as expressly set out in this Contributor Contract, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
2. Nothing in this Agreement excludes or limits either our or the Contributor’s liability:
1. in respect of death or personal injury caused by its own negligence;
2. in relation to fraud or theft; and/or
3. any other liability which may not be limited or excluded under Applicable Law.
3. Subject to clause 38.2, in no event shall we be liable to the Contributor for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
4. Subject to clause 38.2, our total liability to the Contributor for any loss or damage arising out of or in connection with the Contributor Contract (or otherwise in relation to these Platform Terms), whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to the total SoSpoilt Fees retained by us from the Contributor’s Contributor Payments in the 12 months prior to the liability arising.
5. This clause 38 will survive termination or expiry of the Contributor Contract.
38. DATA PROTECTION

We have access to Contributor personal data (including personal data in the Contributor’s Contributor Profile and Contributor Content) when the Contributor uses our Website. We process such personal data in accordance with applicable data protection and consumer laws. For details of the categories of personal data that the Contributor provides to us or are generated by us and are shared with other Users and third parties and for why we access and process that personal data, please see our Privacy & Cookie notice. This also describes Contributor data protection rights, including rights to object to certain types of processing activity.

40. NOTICES
1. Any notice or other communication given by one party to the other under or in connection with these Contributor Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, email, or as appropriate onscreen messaging.
2. A notice or other communication is deemed to have been received:
1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
3. if sent by email, at 9.00 am the next working day after transmission.
3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
41. APPROVALS, WAIVER AND CUMULATIVE REMEDIES
1. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Contributor Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
2. The rights and remedies arising under, or in connection with, these Contributor Terms are cumulative and, except where otherwise expressly provided in these Contributor Terms, do not exclude any rights or remedies provided by law or otherwise.
42. CONFIDENTIALITY
1. The Contributor and SoSpoilt each undertake that each of us will not at any time, and for a period of five years after termination of the Contributor Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 42.2.
2. Each of the Contributor and SoSpoilt may disclose the other’s confidential information:
1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contributor Contract. The Contributor and we will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 42; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of the Contributor and SoSpoilt may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contributor Contract. 
43. INVALIDITY
1. If any provision of these Contributor Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Contributor Terms which shall remain in full force and effect.
2. If any provision of these Contributor Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid.
3. The parties agree, in the circumstances referred to in clause 43.1 and if clause 43.2 does not apply, to attempt in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
44. ENTIRE AGREEMENT
1. These Contributor Terms constitute the entire agreement and understanding of the parties relating to the subject matter of the Contributor Contract and supersede any previous agreement or understanding between the parties in relation to such subject matter. 
2. Each party acknowledges that in entering into the Contributor Contract it has not relied upon any Pre-Contractual Statements.  
3. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
4. Nothing in this clause 44 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 
45. THIRD PARTY RIGHTS

A person who is not a party to the Contributor Contract may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with clause 46.

46. ASSIGNMENT
1. Save as set out in clause 46.2 below and clause 31.1.9 above, neither party shall without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with the Contributor Contract or any rights under the Contributor Contract or purport to do any of the same. Any purported assignment in breach of this clause 46 shall confer no rights on the purported assignee.
2. We may assign at law or in equity (including by way of a charge or declaration of trust) or sub-license the Contributor Contract in favour of, and sub-contract any of our obligations under the Contributor Contract to, one or more of our Affiliates.
47. NO PARTNERSHIP ETC

Save as otherwise stated, no Contributor Contract shall create a partnership, joint venture, employment or similar relationship between such parties, and no party shall have the power to obligate or bind the other party in any manner whatsoever, save only that SoSpoilt shall act as disclosed agent for the Contributor where expressly stated in these Contributor Terms. In all other respects, each party shall act at all times as an independent contractor for all purposes of the Contributor Contract.

48. GOVERNING LAW AND ARBITRATION
1. The Contributor Contract shall be governed by English law. 
2. The Parties agree that any dispute (contractual or non-contractual) arising out of or in connection with the Contributor Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause 48. In respect of such arbitration:
1. the number of arbitrators shall be one;
2. the seat, or legal place, or arbitration shall be London; and
3. the language to be used in the arbitral proceedings shall be English.

Nothing in this clause 48 shall restrict either party’s right to seek equitable relief anywhere in the world for breach of that party’s Intellectual Property Rights or for breach of the terms of clause 42.

PART 4: COLLABORATION TERMS

49. Description
1. The Collaboration Contract is between the Brand and the Contributor from whom the Brand purchases Branded Content as part of a Collaboration. SoSpoilt is not a party to any Collaboration Contract and shall have no liability under any Collaboration Contract. SoSpoilt is solely providing services to Contributors including acting as its intermediary and disclosed agent in the name of and on behalf of Contributors in facilitating the conclusion of Collaboration Contracts between a Brand and a Contributor. 
2. Please note that each Collaboration Contract will incorporate these Collaboration Terms (to the extent that they apply to the Brand and the Contributor) as well as any Special Terms set out in the applicable Final Collaboration Proposal when the Brand places a Collaboration Order.
3. Contributors are free to determine in their reasonable discretion any Special Terms applicable save that in the event of a conflict between these Collaboration Terms and the Special Terms, the relevant provisions of the Collaboration Terms shall prevail.
50. Ordering BRANDED Content
1. In order for a Brand to enter into a Collaboration Contract with a Contributor, the Brand must: (a) register a Brand Profile; and (b) follow the procedure set out on the Website to submit a Collaboration Order. 
2. A Brand and a Contributor may agree via the Website full details for the Collaboration Contract in a Collaboration Proposal.  Once the details have been discussed and agreed (for example, the nature of the Branded Content to be tailored to Brand requirements, where and when such Branded Content must be posted by the Contributor, the approval process, and details of the relevant Charges) the Contributor will send a Final Collaboration Proposal to the Brand to approve via the Website. The Contributor and the Brand acknowledge and agree that the supply of Branded Content and other Collaboration services from the Contributor do not constitute automated, electronically-supplied services for VAT purposes.
3. The Brand must check the Final Collaboration Proposal carefully before approving it in writing and paying the relevant Charges. The Brand is responsible for ensuring that the Final Collaboration Proposal is complete and accurate and the Contributor (nor SoSpoilt) shall have no liability to the Brand for paying any Charges in error.
4. When the Brand approves the Final Collaboration Proposal and pays the applicable Charges for the Branded Content, the Brand will receive an e-mail from the Contributor (or SoSpoilt on behalf of the Contributor) acknowledging that the Contributor has received it, but please note that this does not mean that the Collaboration Order has been accepted. SoSpoilt (acting with the authority and as disclosed agent of the Contributor) will separately notify the Brand if the Contributor (or SoSpoilt on behalf of the Contributor) accepts the offer, at which point these Collaboration Terms and the Collaboration Order shall be binding on the Brand and a Collaboration Contract shall be formed.  

50.5 If the Contributor is unable to provide the Branded Content to the Brand for any reason, the Contributor (or SoSpoilt on behalf of the Contributor) will inform the Brand of this by e-mail and will not process the Collaboration Order. If the Brand has already paid the Charges for the Branded Content, the Brand will receive a full refund from the Contributor (or SoSpoilt in its capacity as disclosed agent on behalf of the Contributor).

51. BRANDED content, APPROVALS AND COMPLIANCE 
1. In consideration for the Brand’s payment of the Charges, the Contributor shall provide the services agreed in the Final Collaboration Proposal in accordance with agreed dates and timeframes and any other agreed terms set out in the Final Collaboration Proposal.  
2. Unless otherwise agreed in the Final Collaboration Proposal, all drafts of the Branded Content created by the Contributor must be submitted to the Brand for final written approval, such approval not to be unreasonably withheld. The Brand is entitled to request the Contributor to make a minimum of three rounds of changes to draft Branded Content without charge provided that such changes are reasonably required to bring the draft Branded Content in compliance with the Brand’s original brief as set out in the Final Collaboration Proposal. 
3. The Brand and the Contributor must each comply in full with: (a) the Terms of Use at all times when posting Branded Content to the Website, if applicable; (b) any applicable internet platforms’ terms of use and policies when such Branded Content is made available to third parties on such third party internet platforms; and (c) all applicable laws, regulations and guidelines in relation to the Branded Content, including the requirement to disclose the commercial relationship between the Contributor and the Brand by using the identifiers “#ad” or “AD” as appropriate.   
4. Without limiting the generality of clause 51.3, the Contributor must not: (a) create Branded Content which may be false, misleading, defamatory, or deceptive; (b) purchase any fake indicators of social media influencer; or (c) take any actions which may bring a Brand to whom a Contributor has contracted with into public disrepute, scandal, or ridicule, or which insults or offends the general community to which the Brand’s advertising and publicity materials are directed, or which may otherwise injure the success of the Brand or any of its products or services;
5. In relation to a Collaboration, the Contributor must: (a) promptly notify the Brand of any complaints the Contributor receives in relation to the Collaboration; (b) promptly take down any Branded Content from the Contributor’s Channels if requested to do so by the Brand; and (c) provide the Brand with full details of the performance of the Branded Content including viewer engagements, likes, impression and views promptly on request. 
52. Intellectual property rights

Brand IPRs

1. The Contributor and the Brand each agree that the Brand shall own all Brand IPRs. 
2. Where the Brand requests the Contributor to incorporate Brand IPRs into Branded Content created by the Contributor, the Brand hereby grants to the Contributor a limited, revocable, non-exclusive, non-transferable licence to use the Brand IPRs solely as necessary for the Contributor to perform its obligations under a Collaboration Contract for the duration of the Collaboration Contract. 

Collaboration Materials

1. Unless otherwise specified in the Final Collaboration Proposal, the Brand and the Contributor each agree that the Collaboration IPRs shall be owned exclusively by the Contributor.
2. The Contributor hereby grants to the Brand a non-exclusive licence during the term of the Collaboration Contract to use, reproduce, copy, modify, adapt, amend, prepare derivative works of, publish, transmit, distribute, repost, retweet, “quote”, interact with, tag, advertise and otherwise promote the Contributor IPRs, including for the Brand’s own internal and external communications. Contributor agrees that the Brand is under no obligation to remove any Contributor IPRs or any existing use of Contributor’s name or likeness following expiry of the Collaboration Contract. 
3. Notwithstanding expiry or termination of the licence granted in clause 52.4 above, the Contributor agrees that the Brand may continue to use the Collaboration IPRs in perpetuity on a royalty free basis strictly for non-commercial purposes. 
52. Payment
1. The Charges for the Branded Content shall be as set out in the Final Collaboration Proposal as determined and published by the Contributor in their discretion and incorporated in the Collaboration Contract plus applicable VAT. VAT shall be calculated and added where appropriate at the applicable rate so that final Charges at checkout shall be shown inclusive of such VAT. 
2. By entering into the Collaboration Contract, the Brand agrees that it shall pay the Charges due to the Contributor (plus any additional VAT element due, subject to the Contributor having first issued to the Brand a valid VAT invoice to the Brand’s reasonable satisfaction) as set out in the Final Collaboration Proposal and within the time frame agreed between the Contributor and Brand pursuant to the Collaboration Contract.  The Brand further acknowledges that SoSpoilt is authorised to act as the Contributor’s disclosed payment intermediary/agent such that any Charges due from a Brand shall be made using a Payment Method to SoSpoilt who shall accept, collect, hold and process such Charges in its capacity as disclosed agent acting in the name of and on behalf of the Contributor, deduct any applicable SoSpoilt Fees and pay out any Balances to Contributors. Payment of the Charges from the Brand to SoSpoilt will fulfil the Brand’s obligation to pay the Charges to the Contributor.  If the Brand’s payment is not authorised, the Collaboration Order will not be fulfilled.  If the Brand’s payment is authorised, the Charges will not be released to the Contributor (or the Contributor’s Agent, as applicable) until: (a) the Contributor has notified the Brand within forty-eight (48) of posting the Branded Content on the Contributor’s Channels that the Branded Content has been posted by the Contributor in accordance with the Final Collaboration Proposal; and (b) the Brand has verified the same via the Website.  The Brand must not withhold approval where the Contributor has supplied Branded Content in accordance with all the terms of the Final Collaboration Proposal.  
53. CHANGES TO collaboration orders and cancellations 
1. The Brand may update or change any details as part of a Collaboration Proposal prior to placing a Collaboration Order.
2. The Brand acknowledges and accepts that it has no right to cancel a Collaboration Order after it has been accepted by a Contributor (or SoSpoilt on behalf of the Contributor) unless the Brand and the Contributor mutually agree in writing to cancel a Collaboration or the Collaboration Contract is otherwise terminated pursuant to these Collaboration Terms.
54. Events outside of control
1. The Contributor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under any Collaboration Contract that is caused by an Event Outside Of Control. 
2. If an Event Outside Of Control takes place that affects the performance of the Contributor’s obligations under the Collaboration Contract: 
1. the Contributor will (via SoSpoilt) attempt to contact the Brand as soon as reasonably possible to notify the Brand; and
2. the Contributor’s obligations under the Collaboration Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Of Control.
3. Either the Brand or the Contributor may terminate the Collaboration Contract if an Event Outside Of Control affects the performance of the Contributor’s obligations under the Collaboration Contract for 15 days. If the Contributor exercises this right of termination, it shall refund the Brand on a pro rata basis, the Charges paid by the Brand for any Branded Content not delivered. 
55. Liability
1. Nothing in this Agreement excludes or limits the Contributor’s liability:
1. in respect of death or personal injury caused by its own negligence;
2. in relation to fraud or theft; and/or
3. any other liability which may not be limited or excluded under applicable law.
2. Without affecting clause 56.1, if the Contributor fails to comply with a Collaboration Contract, the Contributor is responsible for loss or damage the Brand suffers that is a foreseeable result of the Contributor’s breach of such Collaboration Contract or its negligence, but the Contributor is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of the Contributor’s breach or if it was contemplated by the Brand and the Contributor at the time that these Collaboration Terms became binding on the Brand and the Contributor in respect of such Branded Content.
56. Suspension and termination
1. If the Brand breaches any of these Collaboration Terms (including if the Brand fails to pay any Charges due under a Collaboration Contract), the Contributor (or SoSpoilt in its capacity as disclosed agent acting on behalf of the Contributor) may immediately do any or all of the following (without limitation):
1. issue a warning to the Brand;
2. temporarily or permanently withdraw the Brand’s right to use the Website;
3. suspend or terminate a Brand Profile and/or any Collaboration Contract that the Brand has entered into;
4. issue legal proceedings against the Brand for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
5. take further legal action against the Brand; and/or
6. disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
2. The Contributor (or us on behalf of such Contributor) may cancel a Collaboration Contract at any time by giving the relevant Brand at least seven days’ notice in writing.
57. consequences of termination
1. If the Contributor (or us on behalf of the Contributor) terminates a Collaboration Contract, the Contributor (or SoSpoilt in its capacity as disclosed agent acting on behalf of the Contributor) will refund any money the Brand has paid in advance for Branded Content not provided or uploaded following such termination, but where the Contributor (or us on behalf of the Contributor) is terminating in accordance with clause 57.1 a deduction or charge may be made from such refund amount by way of reasonable compensation for the net costs the Contributor will incur as a result of the Brand breaching the Collaboration Contract (and, for the avoidance of doubt, where termination is due to the Brand’s fraud or money-laundering, or a charge-back, no refund shall be paid).
2. On expiry or termination of a Collaboration Contract for any reason, the licence granted in clause 51.1 (as applicable) will cease.
3. The Contributor (or SoSpoilt on behalf of the Contributor) shall pay any refund due from the Contributor to the Brand on termination of the Collaboration Contract no later than 30 days from the date of termination.  The Contributor (or SoSpoilt on behalf of the Contributor) shall pay such refund using the Payment Method the Brand selected when the Brand placed the Collaboration Order.
4. Any provision of these Platform Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
58. Changes to these COLLABORATION Terms
1. We may make changes to these Collaboration Terms and our Terms of Use from time to time, and the Contributor and the Brand may make changes to the Special Terms from time to time by agreement in writing. We will give Brands advance written notice of such changes where they will have a material effect on the Brand’s Collaboration Contract and, in such cases, the Brand shall be entitled to terminate their Collaboration Contract from the effective date of such changes and receive a proportionate refund in respect of Charges paid for the period following termination. 
2. Please check these Collaboration Terms regularly to ensure that the User understands the Collaboration Terms that apply at the time that the User accesses and uses the Website, or enters into any Collaboration Contract.
59. Other important information
1. Each of the clauses of these Collaboration Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
2. If the Contributor fails to insist that the Brand performs any of their obligations under these Collaboration Terms, or if the Contributor does not enforce its rights against the Brand, or if the Contributor delays in doing so, that will not mean that such rights have been waived against the Brand and will not mean that the Brand does not have to comply with those obligations. If the Contributor does waive a default by the Brand, such waiver will only be given in writing, and that will not mean that any later default by the Brand will automatically be waived.
60. DATA PROTECTION

We have access to User personal data (including personal data in any User Generated Content) when a User uses our Website. We process such personal data in accordance with applicable data protection and consumer laws. For details of the categories of personal data that Users provide to us or are generated by us and are shared with other Users and third parties and for why we access and process that personal data, please see our Privacy & Cookie notice. This also describes User data protection rights, including rights to object to certain types of processing activity.  

62. Governing law and jurisdiction
1. These Collaboration Terms are governed by English law and shall be subject to the exclusive jurisdiction of the English courts.  This means that any Collaboration Contract, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law. 
2. The Brand and the Contributor may bring any dispute which may arise under these Collaboration Terms (including in relation to any Collaboration Contract) to the competent court of England. 
3. If the Contributor is a consumer, the Contributor will benefit from any mandatory provisions of the law of the country in which the Contributor is resident.  Nothing in these Contributor Terms affects the Contributor’s rights as a consumer to rely on such mandatory provisions of local law.
63. Contacting us
1. If a Contributor or a Brand has any questions, queries or complaints regarding the Website or the Platform Terms, please contact us by clicking here or by using the following details: 

Address: Unit 12, Park Royal Metro Centre, London NW10 7PA

Email address: feedback@sospoilt.com 

PART 5: BRAND TERMS

64. Description
1. The Website enables Brands to connect with Contributors in respect of Collaborations.  Each Brand acknowledges that SoSpoilt, in operating the Website even where essentially automated, is providing a platform service to Contributors (only) including acting as a disclosed agent in the name of and on behalf of each Contributor in concluding Collaboration Contracts, and in handling certain related ancillary obligations on the Contributor’s behalf.  Accordingly, any Collaboration Orders submitted via the Website by a Brand will result in a direct contract (being a Collaboration Contract) solely between the Brand and the Contributor, which terms will be agreed by Contributors and Brands, subject to incorporating appropriate terms set out herein (including the Collaboration Terms) for the protection of Contributors, users, the Website, and SoSpoilt.  
2. These Brand Terms are therefore between SoSpoilt and the Brand and set out the terms and conditions on which a Brand may register a Brand Profile on the Website for the purposes of entering into Collaboration Contracts (as applicable) directly with Contributors. Any use by a Brand of a Brand Profile on the Website is subject strictly to these Brand Terms, which (together with any information provided on the registration page for the Brand’s Brand Profile) are incorporated into each Brand Contract.
3. In using the Website in compliance with these Platform Terms, Brands are free to engage Contributors to supply Collaboration services as and when they prefer at their reasonable discretion and subject to the prices which Contributors may determine – the purpose of these Platform Terms is to ensure an acceptable and consistent user experience through the use of the Website and compliance with applicable laws.
65. Brand Profile registration 
1. In order to enter into Collaborations, the Brand must first register a Brand Profile using the process set out on the Website. 
2. The Brand’s submission of a request to register a Brand Profile is an offer by the Brand to enter into a Brand Contract with SoSpoilt on these Brand Terms. After the Brand submits a request to register a Brand Profile, the Brand will receive an e-mail from us acknowledging that we have received it, but please note that this does not mean that the Brand’s request to register a Brand Profile has been accepted. We will separately notify the Brand if we accept the Brand’s offer at which point these Brand Terms shall be binding on the Brand and a Brand Contract shall be formed.
3. The Brand must ensure that all information contained in the Brand’s Brand Profile is accurate and up to date at all times.
4. Once the Brand has registered a Brand Profile, the Brand may begin to use the messaging functionality of the Website to contact Contributors who have indicated via the Website that they are willing to provide Collaborations pursuant to a Collaboration Contract. 
66. COLLABORATION ORDERS

If a Brand wishes to enter into a Collaboration Contract, the Brand must send the Contributor a direct message via the Website using the “Request a Collab” button on the Contributor’s Profile. The Brand and the Contributor will agree the brief and other key details about the Collaboration in a Collaboration Proposal. When the Brand accepts the Contributor’s Final Collaboration Proposal via the Website, the Brand submits an Order to the Contributor and the Contributor (as principal) authorises SoSpoilt to act, and SoSpoilt hereby shall act, as disclosed agent in the name of and on behalf of the Contributor to accept and conclude such Order. SoSpoilt will, in its sole discretion and as agent acting with the authority of the Contributor (as principal), determine whether to accept any Order(s) made via the Website, and a notification of any Order acceptance shall be submitted to the Brand. The Collaboration Contract direct between the Contributor and the Brand shall come into existence when we send such notification. Brands are responsible for paying for all Orders and for complying with these Platform Terms and the Terms of Use. SoSpoilt shall not have any liability for the provision of services and content by a Contributor as principal to a Brand.

67. Key obligations
1. It is a condition of the Brand Contract that the Brand:
1. is legally entitled to and capable of engaging a Contributor in relation to a Collaboration;
2. complies in full with, and ensures that any materials provided to a Contributor in relation to a Collaboration complies in full with, the Terms of Use and all applicable laws at all times;
3. ensures that any User Generated Content the Brand uploads via an Interactive Feature (for example chat interactions with a Contributor) complies with the Terms of Use and all applicable laws;
4. complies in full with all Collaboration Contracts that the Brand enters into from time to time with Contributors, and does not sell any goods as a separate or incidental supply through the Website; 
5. ensures that any Special Terms that the Brand seeks to incorporate into a Collaboration Contract are fair, reasonable and comply in all respects with all applicable laws and regulations;
6. complies in full with our reasonable instructions in relation to the operation of the Brand Profile from time to time;
7. shall not, and shall procure that any third parties acting on behalf of the Brand (including influencer agencies) shall not, during the term of the Brand Contract and for 12 months after its expiry or termination: (a) engage or attempt to engage (whether directly or indirectly) any Contributor outside of the Website who the Brand has contacted or engaged on the Website; and/or (b) request or share contact information, including email addresses and phone numbers, from or with such Contributor for the purpose of discussing future Collaborations outside of the Website, without SoSpoilt’s prior written approval in all circumstances;
8. does not, by any act or omission, bring the Website and/or SoSpoilt and/or any of its Affiliates into disrepute; and
9. if the Brand seeks to supply any goods in conjunction with a Collaboration Contract, then the Brand must supply such goods outside of the Website and under a separate contract between the Contributor and the Brand and no payment from Brands collected by SoSpoilt on the Contributor’s behalf shall constitute consideration for such goods or be treated as a discharge of payment for such goods.  
68. PAYMENT METHODS
1. The Charges payable to a Contributor for a Collaboration can be paid by a Brand on our Website by credit or debit card, or other payment method made available by SoSpoilt, which may include a non-transferable prepayment method subject to applicable terms referred to in the relevant section of the Website. Once an Order has been confirmed, the relevant credit or debit card or other Payment Method will be authorised and the total amount marked for payment. Payment is made directly to SoSpoilt acting as disclosed agent on behalf of the Contributor only, as set out further in the ‘Fees’ section of the Website (available here). 
2. A Brand’s payment of the purchase price for a Collaboration and/or any Branded Content collected by SoSpoilt (acting in its capacity as the Contributor’s disclosed agent) will, as between the Contributor and the Brand, be treated as a good discharge of the Brand’s payment obligation, whether or not the money then ultimately moves to the Contributor.
3. Please note that in order for a Contributor to receive payment of any Contributor Payments relating to a Collaboration, the Contributor must, within forty-eight (48) hours of posting the relevant Branded Content on the agreed Contributor Channels, send a screenshot or direct link to the Brand to verify that the Contributor has complied with its obligations under the Collaboration Contract. The Brand must then confirm in writing within forty-eight (48) hours of receiving the Contributor’s screenshot or link that the Branded Content has been posted in accordance with the Collaboration Contract.  Following such notification, we shall deduct the SoSpoilt Fees from the Contributor Payments and pay the Balance to the Contributor (or if requested by the Contributor, to the Contributor’s Agent) in accordance with the ‘Fees’ section of the Website. 
4. Where there is any dispute between a Brand and a Contributor regarding a Collaboration Contract and the Charges payable, the Brand and the Contributor must cooperate together in good faith to resolve the dispute. We may provide assistance as we consider necessary in the circumstances, however we shall not be responsible for resolving any disputes between a Brand and a Contributor. 
69. Intellectual property rights

SoSpoilt IPRs

1. Notwithstanding the Terms of Use, we and the Brand agree that the SoSpoilt IPRs shall be owned exclusively by SoSpoilt.
2. We hereby grant the Brand a limited, revocable, non-transferable, non-exclusive licence to use the SoSpoilt IPRs solely as necessary for the Brand to use the Website (and perform its obligations under Collaboration Contracts) for the duration of the Brand Contract.

Brand IPRs

3. We and the Brand agree that (as between the Brand and us) the Brand shall own all Brand IPRs. 
4. The Brand hereby grants us, to the greatest extent permissible by applicable law, a perpetual, irrevocable, worldwide, royalty-free transferable licence to use the Brand IPRs for the purposes of operating the Website and for the purposes of advertising and promoting the Website in any and all media. 

Warranties

5. The Brand warrants and represents that: 
1. the Brand owns, or has a licence to use in accordance with these Brand Terms, all rights (including Intellectual Property Rights) in all Brand IPRs; and
2. the use by us (including the inclusion on the Website by us) and/or the use by any party to a Collaboration Contract of any Brand IPRs in accordance with these Brand Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party.
69. OUR Right to vary these Brand Terms
5. Subject to clause 70.3, we may amend or add to these Brand Terms by providing no less than 15 days’ notice to you in writing (the “Change Notice“), save that if the amendments or additions require the Brand to make technical or commercial adaptations, we will provide the Brand with such longer notice period, if necessary, as is reasonable in the circumstances (the “Extended Notice Period“). 
6. The Brand may terminate its Brand Contract before the expiry of the relevant notice period set out in the Change Notice. The Brand may waive its right to terminate by means of a written statement or clear affirmative action after receipt of the Change Notice. If a Brand contacts a Contributor after receipt of the Change Notice, unless the Brand has indicated their intention to terminate or if the Extended Notice Period applies, the Brand shall be deemed to have waived their termination right under this clause 70.2.
7. The requirement for us to provide advance notice for any amendments or additions to these Brand Terms under this clause 70.1 shall not apply where:
1. we are subject to a legal or regulatory obligation which requires us to change these Brand Terms in a manner which does not allow us to respect the notice period referred to in clause 70.1; or
2. we have exceptionally changed these Brand Terms to address an unforeseen and imminent danger related to defending the Website, the services available through the Website, the Customers or any Contributor or Brand from fraud, malware, spam, data breaches or other cybersecurity risks.
70. TERMINATIOn

The Brand’s rights to terminate

1. The Brand may terminate the Brand Contract by providing us with at least one month’s notice in accordance with clause 76.  
2. The Brand will continue to have access to the Website for the period between the Brand notifying us that it wishes to cancel the Brand Contract and the cancellation taking effect under clause 71.1 above, provided that the Brand is in full compliance with these Platform Terms.

Suspension and termination by us

3. We may terminate the Brand Contract by providing the Brand with at least one month’s notice in accordance with clause 76. 
4. We may suspend or terminate the Brand Contract and prohibit the Brand from entering into any other Brand Contracts or otherwise accessing the Website for a breach of any material term of these Brand Terms or any Collaboration Contract. Where we terminate the Brand Contract due to breach of a material term of these Brand Terms or any Collaboration Contract, we shall provide you with 30 days’ prior notice of the termination and (subject to clause 71.6 below) a written statement of reasons for that decision.
5. We may also, without advanced notice, suspend or terminate the Brand Contract and prohibit the Brand from entering into any other Brand Contracts or otherwise accessing the Website if:
1. we are subject to a legal or regulatory obligation which requires us to terminate the provision of the whole of Website to the Brand in a manner which does not allow us to provide advance notice;
2. there is an imperative reason pursuant to applicable law; 
3. we can demonstrate that the Brand has repeatedly infringed these Brand Terms; or
4. we reasonably believe that the Brand’s Brand Profile is or has been the subject of any fraudulent activity or money laundering (or any attempt at the same) or excessive amounts of chargebacks, whether or not such activity or attempted activity is due to any act or omission of the Brand.

In such circumstances, we will (subject to clause 71.6 below) provide you with a written statement of reasons.

1. We shall not provide you with a written statement of reasons where we are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where we can demonstrate that the Brand has repeatedly infringed the Brand Terms, resulting in termination of the provision of the Website to the Brand.
71. consequences of termination
1. On expiry or termination of the Brand Contract for any reason:
1. the Brand’s Brand Profile will be deleted and the Brand may be prohibited from creating any further Brand Profiles; 
2. the Brand will not have access to the information provided or generated by the Brand;
3. all Collaboration Contracts entered into by the Brand will be terminated. Where a Brand has paid the Charges for a Collaboration Contract in advance and termination of the Brand Contract takes effect before the Contributor has posted the relevant Branded Content on the Contributor Channels, we will provide a full refund to the Brand and no payment shall be due to the Contributor in respect of the relevant Collaboration; and
4. the licence granted in clause 69.2 will cease.
2. Save where the Brand Contract is terminated by us pursuant to clause 71.4 or 71.5, we will transfer to the Brand any outstanding Balance within forty-five (45) days of the effective date of termination.
3. Any provision of these Brand Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
72. indemnities
1. The Brand shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us as a result of:
1. any claim that the use of the Brand Content or any other Brand IPRs by us or any party to a Collaboration Contract in accordance with these Platform Terms infringes the rights (including the Intellectual Property Rights) of any third party;
2. any use by the Brand of the SoSpoilt IPRs other than in accordance with these Brand Terms; 
3. any claim made against SoSpoilt arising out of the Brand’s breach of any Collaboration Contract; and/or
4. any other breach of these Brand Terms.
73. Liability 
1. Except as expressly set out in this Brand Contract, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
2. Nothing in this Agreement excludes or limits either our or the Brand’s liability:
1. in respect of death or personal injury caused by its own negligence;
2. in relation to fraud or theft; and/or
3. any other liability which may not be limited or excluded under Applicable Law.
3. Subject to clause 74.2, in no event shall we be liable to the Brand for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
4. Subject to clause 74.2, our total liability to the Brand for any loss or damage arising out of or in connection with the Brand Contract (or otherwise in relation to these Platform Terms), whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to the sum of £500.00.
5. As set out in clause 64.1, SoSpoilt provides a Website which enables Brands to connect with Contributors in respect of Collaborations. We do not enter into a Collaboration Contracts between Brands and Contributors and we shall in no way be responsible or liable for any Contributor’s acts or omissions under such Collaboration Contracts. We advise all Brands to conduct suitable due diligence prior to entering into any Collaboration Contract with a Contributor. Each Brand acknowledges and accepts all risks relating to a Collaboration. 
6. This clause 74 will survive termination or expiry of the Brand Contract.
74. DATA PROTECTION

We have access to Brand personal data (including personal data in the Brand’s Brand Profile) when the Brand uses our Website. We process such personal data in accordance with applicable data protection and consumer laws. For details of the categories of personal data that the Brand provides to us or are generated by us and are shared with other Users and third parties and for why we access and process that personal data, please see our Privacy & Cookie notice. This also describes data protection rights, including rights to object to certain types of processing activity.

76. NOTICES
1. Any notice or other communication given by one party to the other under or in connection with these Brand Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, email, or as appropriate onscreen messaging.
2. A notice or other communication is deemed to have been received:
1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
3. if sent by email, at 9.00 am the next working day after transmission.
3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
77. APPROVALS, WAIVER AND CUMULATIVE REMEDIES
1. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Brand Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
2. The rights and remedies arising under, or in connection with, these Brand Terms are cumulative and, except where otherwise expressly provided in these Brand Terms, do not exclude any rights or remedies provided by law or otherwise.
78. CONFIDENTIALITY
1. The Brand and SoSpoilt each undertake that each of us will not at any time, and for a period of five years after termination of the Brand Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 78.2.
2. Each of the Brand and SoSpoilt may disclose the other’s confidential information:
1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Brand Contract. The Brand and we will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 78; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of the Brand and SoSpoilt may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Brand Contract. 
79. INVALIDITY
1. If any provision of these Brand Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Brand Terms which shall remain in full force and effect.
2. If any provision of these Brand Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid.
3. The parties agree, in the circumstances referred to in clause 79.1 and if clause 79.2 does not apply, to attempt in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
80. ENTIRE AGREEMENT
1. These Brand Terms constitute the entire agreement and understanding of the parties relating to the subject matter of the Brand Contract and supersede any previous agreement or understanding between the parties in relation to such subject matter. 
2. Each party acknowledges that in entering into the Brand Contract it has not relied upon any Pre-Contractual Statements.  
3. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
4. Nothing in this clause 80 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 
81. THIRD PARTY RIGHTS

A person who is not a party to the Brand Contract may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with clause 82.

82. ASSIGNMENT
1. Save as set out in clause 82.2 below and clause 67.1.8 above, neither party shall without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with the Brand Contract or any rights under the Brand Contract or purport to do any of the same. Any purported assignment in breach of this clause 82 shall confer no rights on the purported assignee.
2. We may assign at law or in equity (including by way of a charge or declaration of trust) or sub-license the Brand Contract in favour of, and sub-contract any of our obligations under the Brand Contract to, one or more of our Affiliates.
83. NO PARTNERSHIP ETC

Save as otherwise stated, no Brand Contract shall create a partnership, joint venture, employment or similar relationship between such parties, and no party shall have the power to obligate or bind the other party in any manner whatsoever. Each party shall act at all times as an independent contractor for all purposes of the Brand Contract.

84. GOVERNING LAW AND ARBITRATION
1. The Brand Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts. 

Thank you. 

Platform Terms last updated  10th  June 2022