SoSpoilt Referral Program Terms and Conditions

We are Ampay Limited (trading as ‘SoSpoilt’), a company registered in England under company number 03888013, with its registered office at Calder & Co, 30 Orange Street, London, United Kingdom, WC2H 7HF and with VAT number 877113217 (“SoSpoilt”).  We operate the website and platform SoSpoilt.com (the “Website”).

1. Understanding these Referral Terms

• We offer our Users the chance to introduce and refer content creators who are interested in becoming Contributors to our Website as part of our SoSpoilt Referral Program and to receive a referral payment from SoSpoilt (the “Referral Program”).
• These Referral Program Terms (these “Referral Terms”) set out the terms and conditions of the Referral Program.  By participating in the Referral Program, you agree to use the Referral Program in accordance with these Referral Terms.  If you do not agree to these Referral Terms, you must not participate in the Referral Program.
• These Terms should be read together with our Platform Terms and Terms of Use (the “SoSpoilt Terms”) as well as our Privacy and Cookies Policy (available here).
• All defined terms have the same meanings given to them in the SoSpoilt Terms.  The following definitions also apply: 
• “Referring User” means a User of the Website who shares an Individual Referral Link with a Referred Contributor. 
• “Referred Contributor” means a person who registers a new Contributor Profile using an Individual Referral Link received from a Referring User. 
• “Individual Referral Link” a unique link given to registered Users of the Website which can be shared with content creators who may be interested in registering a Contributor Profile on the Website. 
• In these Referral Terms, when we refer to “we”, “us” or “our”, we mean SoSpoilt; and when we refer to “you”, “your” or “User” we mean you, the person accessing or using the Website and seeking to participate in the Referral Program.  

2. Participating in the Referral Program

• If you are an existing User with an active current Account or Contributor Profile (as defined in the Platform Terms), you can access an Individual Referral Link in the ‘Referrals’ section of your Account or Contributor Profile.  
• You can share your Individual Referral Link via email or social media with any person who may be interested in becoming a Contributor. 
• When sharing your Individual Referral Link you agree that you will not:
• impersonate SoSpoilt;
• promote the referral in such a way as to imply you are working or providing any service on behalf of SoSpoilt;
• mislead or give the false impression to potential Contributors as to the nature of our Website, its offerings, content, or the estimated amount of money individuals can make via the Website; 
• share your Individual Referral Link via mass or spam email methods or with people you do not know.
• Any emails or social media messages that you send containing an Individual Referral Link must be personalised and relevant to the recipient.  Some examples of permitted referrals include communicating with content creators you know or follow on social media, professionals you already use yourself (e.g., your personal trainer), and/or members of your own online audience. 
• For you to be eligible for a referral payment, the Referred Contributor must use your Individual Referral Link to register and create a Contributor Profile using the same browser that they used to click on your Individual Referral Link.  If someone registers a Contributor Profile but does not use your Individual Referral Link to do so, we will not be able to link this to your Account or pay you any referral payments.  
• The Referred Contributor must not have already registered a Contributor Profile before registering a new Contributor Profile using your Individual Referral Link.  You will not receive any referral payments if the Referred Contributor has or has previously had an Account with SoSpoilt or has multiple Accounts under either their own name or under different names. 
• You agree that you will comply with all applicable laws and regulations when participating in the Referral Program. 

3. Calculation and payment of referral payments

• We will pay each Referring User a referral payment equal to five per cent (5%) of any Contributor Payments earned by the Referred Contributor in the twelve (12) month period following registration of their Contributor Profile[, up to a maximum referral payment of one hundred thousand pounds (£100,000) per Referred Contributor].   
• The referral payment is paid by SoSpoilt, not the Referring User.  You will need to select one of the following options in your Account to receive payment: 
• payment by direct bank transfer; or 
• payment in credits into your online Account. 

You can select your preferred payment method in your Account, and you are able to change your choice each month.  However, you will be unable to convert any accumulated credits into cash.  

• If you choose to be paid in credits, these can be spent on the SoSpoilt site only, and are valid for [six (6)] months from the date of receipt.  If you do not use these credits within this time frame, they will be lost from your Account and you will not be able to use them.  
• In order to be paid by bank transfer, Referring Users will need to add their UK bank account details to their User Account page.  We also require you to provide photographic ID (such as a valid passport, driving licence or Government issued ID card).  This data will be stored in line with our Privacy Policy.

• We will pay the referral payments due on the Contributor Payments to the qualifying Referring Users (via their preferred payment method) in arrears, on or around the first working day of each calendar month. For example, any referral payment due in relation to Contributor Payments during September will be paid on or around 1 October. 
• Save as otherwise agreed herein, all referral payments from SoSpoilt to Referring Users will be inclusive of any VAT (as defined in the Platform Terms) which is or becomes chargeable on any supplies made by you to us.  [If you are UK VAT registered, SoSpoilt agrees that you can add UK VAT at the appropriate prevailing rate in force at the time of the referral payment to the amount of any referral payment payable to you, provided that you have both first (i) notified us of your valid UK VAT registration number and (ii) have issued to us a valid VAT invoice in respect of any referral payment for the relevant period and any UK VAT properly due thereon.  Subject to prior receipt of the foregoing to our reasonable satisfaction and any additional information as may be reasonably required by us, the UK VAT element added to your referral payment (if any) will be paid to you by us by way of a separate payment.  You shall pay and account for the UK VAT element which is paid to you by us directly to HM Revenue & Customs in compliance with applicable VAT laws and within the time period required by such laws.  You are responsible for compliance with all applicable tax and regulatory obligations applicable to you including in respect of any referral payments and we recommend that you take independent legal and tax advice in this respect.  
• In respect of tax, please read section 32 of our Platform Terms (available here) which shall apply to you as if stated herein (where applicable) and our VAT guide 
• We reserve the right to recover any referral payments, or parts thereof, plus applicable UK VAT which have been paid to Referring Users in error. 
• Calculations of all referral payments are based on data recorded by SoSpoilt’s systems and all  referral payments due or payable are conclusive and final.

4. Restrictions on receiving referral payments 

• Only Users with active Accounts can participate in the Referral Program.  If your Account has been suspended, terminated or deleted for any reason then you will not be eligible to benefit from this Referral Program.
• We may withhold all or part of the referral payment if any of the following apply:
• If we reasonably believe that you may have breached or you have threatened to breach any part of these Referral Terms or any other of the SoSpoilt Terms; 
• If we suspect that all or any part of the referral payments due to you are as a result of unlawful activity by you, any User or any Referred Contributor; 
• If the Referred Contributor’s account has been set up as a result of robots, web crawlers, internet bots and/or any other automated tools; and 
• If we determine or reasonably believe that any Referred Contributor is owned, operated or in a commercial relationship with you. 

• You agree to assist us in any investigation that we may undertake to ascertain what referral payments are due to you (if any).  If you fail to provide information that we reasonably request, you may lose your entitlement to receive referral payments.  We will notify you if we intend to withhold from you all or part of any referral payment pursuant to these Referral Terms.  
• There is no limit on the number of individuals that you may refer or the amount you can make under this Referral Program, provided always that you act in compliance with these Referral Terms and the SoSpoilt Terms. 

5. Liability

• Nothing in these Referral Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; and (c) any matter in respect of which it would be unlawful for us to exclude or restrict our liability.   Subject to this, the following liability limits apply:

If you are a Business User

• If you are acting for purposes relating to your trade, business, craft or profession, then: (a) in no event shall we be liable to you 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; and (b) our total liability to you for any loss or damage arising out of or in connection with these Referral Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100. 
• You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Referral Terms. 

If you are a consumer

• If you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession then our total liability to you for any loss or damage arising out of or in connection with these Referral Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.  Nothing in these Referral Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.

6. Changes and termination 

• We have the right in our sole discretion to amend any aspect of these Referral Terms (including how referral payments are calculated) or amend or discontinue the Referral Program for a specific User or for all Users at any time and for any reason on 15 days’ notice to you.  Your continued participation in the Referral Program will be deemed acceptance on the changes to these Referral Terms.  No change under this paragraph will revoke any referral payments that are due to eligible Referring Users prior to the date of the change. 

7. Relationship of the parties

• You will have no authority to bind SoSpoilt and/or any of its affiliates and you agree you will not hold yourself out as an employee, worker, agent or authorised representative of SoSpoilt and/or its affiliates. You undertake and agree to indemnify, defend (at SoSpoilt’s option) and hold SoSpoilt and its affiliates harmless from and against any liabilities and/or any claims by any person, entity, regulators or governmental or tax authorities arising by reference to or attributable to or based on any deemed or implied employment, agency or representative relationship under applicable laws.  In particular, but without limitation to the foregoing, such liabilities shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in these Referral Terms, contrary to the intention and meaning of the parties, should be held to be an employment agreement between you and SoSpoilt by any fiscal or social security authority.

Last updated: 10th June 2022