Advertising Terms and Conditions

PARTIES

These Advertising Terms and Conditions (“Conditions”) are entered into between:

(1) Ripely LTD T/A NI Influencers a company registered in Northern Ireland under number NI659814 whose registered office is at 65A Parkgate Road, Kells, Ballymena, County Antrim, BT42 3PF (“NI Influencers”, “we”, “us”, “our”); and

(2) The person or organisation named on a Service Confirmation Receipt (“you”, “your”)

each a “Party” and together the “Parties”.

You can cancel your agreement at any time by logging into your account www.niinfluencers.co.uk/login/ or give notice by contacting our customer services team during Business Hours on 02893 270 271 and quoting your email address.

OPERATIVE PROVISIONS

1. Definitions

In these Conditions:

Advertisement means any advertisement for publication on www.niinfluencers.co.uk or other communications channel pursuant to an Agreement with us for provision of Services.

Agreement means the agreement between the Parties as set out in the Service Confirmation.  

Astroturfing means the deceptive practice of presenting a coordinated advertising effort or marketing campaign in the guise of unsolicited comments from members of the public.

Beta Service means any Service or feature of a Service, service described as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar word or phrase indicating that a service is not yet in its final form.

Business Day means a day other than a Saturday or Sunday on which banks are open for trading in Northern Ireland.

CAP Code means the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing.

Charges means our charges for performing the Services for Advertisement.

Claims means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages, or cause of action.

Clicks means the action of following a hyperlink on an Advertisement to another website or another page or frame.

Content means any material that forms an Advertisement and includes text, layout, shading, colouration, images, audio, animation, video and links.

Costs means any cost, expense or disbursement, including judgment debts, adverse costs orders, settlement sums, penalties, fines, professional legal fees, administrative costs of proceedings, expert witness costs, or costs required for compliance with orders for equitable relief.

Created Content means any Content created provided by us as part of the provision of Services.

Data Protection Legislation means the EU General Data Protection Regulation (GDPR), the Data Protection Act 2018 (DPA), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all equivalent data protection laws in force from time to time in a relevant jurisdiction where the Services are performed or received.

Direct Debit means a payment arrangement involving automated bank transfers on agreed dates from your nominated bank account to our nominated bank account.

Effective Date means the date of the Service Confirmation Receipt.  

Engagement Misrepresentation means the deceptive practice of generating Clicks, Likes, Follows, Comments and other actions in order to artificially boost engagement and get greater reach.

External Elements means functions and design elements provided by a third party, which may be made available to you as part of any Service.

Fair Usage means our obligation, at your request, to make amendments to your Advertisement such as wording changes and graphics adjustments subject always to our right to refuse to make such amendments where the extent or frequency of amendments is deemed by us in our sole discretion to be excessive or may detrimentally affect other customers (for example where it would require disproportionate allocation of resources to complete the amendments as requested by you).

Free Listing means a free Advertisement including name(s), social media profile name, social media handle, location, imagery and or graphics, and listing information on NI Influencer’s electronic database of advertisements which may be published in print, on www.niinfluencers.co.uk or other communications channel pursuant to us, and in datasets shared with third parties.

Good Industry Practice means the standards, practices and methods, and exercising the skill, diligence, and judgment which would be expected from a reasonably skilled, qualified and experienced person providing services which are substantially similar to the Services (or the relevant part of them) and in similar circumstances.

Account means either an Influencer or Agency account used on www.niinfluencers.co.uk for accessing and using our internet-based account facility for the provision of Services.

Listing Details means details relating to your Advertisement which may include some or all the following information:

a. Forename & Surname;

b. Email Address;

c. Social Media Handle(s) & Social Media Profile Link(s);

d. Location (County);

e. Photo(s)/ Video(s)/ Graphic(s);

f.  Listing Information

IPR means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information, know-how, trade secrets, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Listing Approval means a document, webpage or electronic communication in which we confirm to you that your offer to purchase or subscribe to one or more Services from us, or to modify, extend or renew any existing Service has been accepted.

Monthly Rolling Term means a Service that continues indefinitely afterwards on a month-to-month basis until terminated in accordance with the Agreement.

NI Influencers means the internet website located at www.niinfluencers.co.uk, which is owned and operated by us.

Original Content means the content you provide us with for a Service, or any amendment to a Service. After submission of Original Content to us, this will be considered Content.

Recurring Card Payment means a payment arrangement involving automated bank transfers on agreed dates from your nominated bank account to our nominated bank account.

Services means Advertisement products and services offered by us.

Service Confirmation means a document, webpage or electronic communication that we submit to you prior to you finalising your order for Services. The Service Confirmation allows you to verify Services chosen, including the term and charge for these Services, before you purchase one or more Services from us, or to modify, extend or renew any existing Service.

Service Confirmation Receipt means a document, webpage or electronic communication that we submit to you confirming that you have approved the Service Confirmation and we have received your offer for Services.  

Service Commencement Date means the date on which the Services are first provided by us. This is the date you receive your Service Confirmation Receipt; the Effective Date.

Service Month means in relation to Services on a monthly rolling basis the monthly anniversary of the Service Commencement Date.

Term means the full duration of this Agreement, including any Initial Period (if applicable) and all extensions or renewals.

Terms of Service means terms and conditions applicable to a specific product or service, as set out on www.niinfluencers.co.uk/terms-of-service

Third Party Data means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you.

User means a person who uses www.niinfluencers.co.uk or other publication channels where an Advertisement is displayed, syndicated or distributed.

User Generated Content means Content created, transmitted via or otherwise communicated by consumers (non-administrative users) interacting with a website (including www.niinfluencers.co.uk), and includes forum posts, comments, feedback, reviews, ratings, testimonials, questions and other public or private messages that may be submitted to or posted on a website relating to your advertisement or the goods or services you provide.

2. Interpretation

In these Conditions:
2.1. Reference to any:

a. Statute, statutory provision, or applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom (including the CAP Code and CONC) is a reference to it as amended, extended, or re-enacted from time to time, and any subordinate instrument made under it;

b. Person includes natural persons, companies, partnerships, associations, governments, organisations, states, government or state agencies, foundations and trusts;

c. Company shall include any company, corporation or other body corporate, wherever and however incorporated or established; and

2.2. Words denoting the singular shall include the plural and words denoting the plural shall include the singular;

2.3. Words denoting gender shall include all genders;

2.4. Headings are for convenience only and do not affect the interpretation of these Conditions;

2.5. The word “including” and similar expressions will not be construed as words of limitation and shall be read as “including, but not limited to”;

2.6. “data”, “data subject”, “personal data” and “processing” have the same meaning as those terms are defined in the Data Protection Legislation.

3. Binding Contract

3.1. These Conditions are incorporated into the Agreement which comprises a legally binding contract between you and us.

3.2. Your submission of an Advertisement to us shall comprise a Service Confirmation Receipt, and our delivery of a Listing Approval will indicate we will publish your Listing. The Agreement shall become binding upon our issuing the Service Confirmation Receipt.

3.3. The Agreement is made up of:

a. the applicable Terms of Service. The terms of Service for Users is located at www.niinfluencers.co.uk/terms-of-service ;

b. these Conditions; and

c. the Service Confirmation Receipt.

4. Our Responsibilities

4.1. We shall endeavour to make www.niinfluencers.co.uk available to users at all times.

4.2. We shall perform the Services (or arrange the provision of the Services, as applicable) in the Service Confirmation Receipt, in accordance with Good Industry Practice and the Terms of Service.

5. Your Responsibilities

5.1. You shall provide us with any Content reasonably required from you to perform the Service and in a suitable format as specified by us. We shall have the right to change Content provided by you as we deem necessary or convenient to provide or optimise the Services.

5.2. You shall take such reasonable steps as are required to receive or maintain the Service where the nature of the Service requires your periodic attention, including maintaining your own computer systems.

5.3. You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.

5.4. You shall be responsible for taking and maintaining backups of any Content provided by you and for which you are responsible for use beyond the scope of the Services or beyond the Term. We are not responsible for storing any Content associated with the Service following termination or expiry of the Services for any reason.

5.5 You should not participate or have participated in Engagement Misrepresentation as an effort to deceive us, our users or users on third party platforms that we may put your advertisement on.

6. Content Issues

6.1. We shall have the right to decline, suspend or cease to publish any Advertisement or part of any Advertisement, or suspend any Service, immediately and without prior notice. This includes but is not limited to cases where:

a. An Advertisement includes a competition which is in breach of relevant advertising, trading or consumer protection laws, regulations or standards;

b. An Advertisement includes the personal data of any data subject without a clear lawful basis for processing under the Data Protection Legislation or where the data subject makes a complaint about their privacy rights being infringed contrary to the Data Protection Legislation;

c. We consider the Content is or may be contrary to or infringes the Advertising Terms and Conditions, Terms of Service, the terms of any law, or the rights of any person;

d. We consider the Content may subject us to a Claim, prosecution, criticism or embarrassment;

e. We consider any Content (including a hyperlinked external website) or your use of the Services is or may be unlawful, misleading, offensive, prejudicial, inflammatory;

f. You have failed to provide any information or document requested by us;

g. The Content does not comply with any rules or conditions from time to time applicable to third party services;

h. We have reasonable grounds to believe that the owner or controller of IPR in Content used within the Advertisement has not granted, has withheld or withdrawn permission for such use.

i. We consider all or some of the content you have provided to be Engagement Misrepresentation.

6.2. Suspension of your Service pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of the relevant Service. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.

6.3. Where we terminate or suspect your Service, we shall have the right but not the obligation to change the Content without prior notice as we deem necessary or convenient to remedy the Content Issue. We shall notify you of the change as soon as reasonably practicable.

7. Review Process and Amendments to Advertisements

7.1. Once your Advertisement is approved we will notify you with an Listing Approval Email. If any amendments are made after the Advertisement is approved you will be notified with again with a Listing Approval Email, we shall have the right to finalise and publish the Advertisement in our sole discretion.

7.2. We shall not be liable for failure to action a request for amendment of an Advertisement where such request is, in our reasonable opinion, garbled, indecipherable, unclear or has not been received by us in writing by means of email or platform intrinsic to our service. You can update information about your listing by visiting www.niinfluencers.co.uk/login. Or you can notify us using our up to date contact details. Up to date contact details can be found by visiting www.niinfluencers.co.uk/contact-us/

7.3. Further amendments requested by you in respect of any Advertisement or Service during the Term shall be subject to Fair Usage.

8. Free Services

8.1. Free Services shall be provided on an “as is” and “as available” basis. We shall have the right to change, suspend or terminate Free Services, without liability, at any time, for any or no reason, immediately without notice. These Conditions and the applicable Terms of Service shall apply to any Service when provided as a Free Service.

8.2. As consideration for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for six months afterwards. We shall own all IPR in information so collected and shall have the right to use such information without restriction including in our advertising, promotions and sales and marketing materials.

8.3. Use of the Free Services shall be at your own risk. We make no warranty that the Free Services will be free from faults or defects, of any particular specification or quality, or fit for any particular purpose. We shall not be liable for your reliance on any Free Services, including any loss of, or corruption to, data caused by your use of a Free Service. We exclude our liability for the provision of Free Services to the fullest extent permitted by law.

9. Beta Services

9.1. Beta Services shall be provided on an “as is” and “as available” basis. We shall have the right to terminate Beta Services, without liability, at any time, for any or no reason, immediately without notice. These Conditions and the applicable Service Rules shall apply to any Service when provided as a Beta Service.

9.2. Use of the Beta Services shall be at your own risk. We make no warranty that the Beta Services will be free from faults or defects, of any particular specification or quality, or fit for any particular purpose. We shall not be liable for your reliance on any Beta Services, including any loss of, or corruption to, data caused by your use of a Beta Service. We exclude our liability for the provision of Beta Services to the fullest extent permitted by law.

10. Listings on NI Influencers

10.1. Images (Photo(s); Graphic(s); Video(s)) on an Advertisement must only be content that you are the owner of or that you are permitted to share. You shall be responsible for providing this information online at www.niinfluencers.co.uk. You shall not infringe the IPR of any third party. You shall indemnify us for any Costs incurred by us in the event that any third party brings a Claim or objection against us for infringement of IPR or for other Claims or objections including for misrepresentation or misleading consumers.

10.2. Links to external websites you provide to us included on Advertisements must be live.

12. Permissions

11.1. You acknowledge that your data including personal data will be processed, and you may be contacted including for the purposes of direct marketing, in accordance with our Privacy Policy located at www.niinfluencers.co.uk/privacy-policy

11.2. Where you access or use any part of our email messaging services, you agree that we may monitor emails received by you using this or any other functionality provided by us to help us customise our functionality or otherwise improve the Services.

11.3. We may contact you about your Account and your Advertisement using any of the contact details you have provided to us and all such communications will be deemed to be with you or your authorised representatives. We have no obligation to verify the identity of anyone communicating with us via those contact details.

11.4. Unless you tell us otherwise, we will issue all account communications to your email address.

12. User Generated Content

12.1. We shall have the right to encourage and permit users to publish User Generated Content on www.niinfluencers.co.uk including in relation to you and your business. You acknowledge that for these purposes we act as a passive conduit for User Generated Content and it is not practicable for us to, and we will not monitor, review or moderate any User Generated Content published to www.niinfluencers.co.uk. Instead we operate a “notice and take down” procedure (“NTD Procedure”) which you agree to use as the sole remedy for User Generated Content to which you have any Claim or objection.

12.2. The NTD Procedure shall comprise the following:

a. You must notify us immediately upon becoming aware of any User Generated Content to which you have any Claim or objection (“Complaint”);

b. We shall review the User Generated Content and may take such action as we deem appropriate including removal of the User Generated Content, or rejection of the Complaint.

12.3. Unless otherwise specified in the Complaint you acknowledge that we have the right to disclose your identity and contact details to the person responsible for an item of User Generated Content.

12.4. We reserve the right to refuse to disclose, unless compelled to do so by law, the identity or contact details of any person who is responsible for User Generated Content.

12.5. We will not be responsible or liable to your or any third party for the content or accuracy of any User Generated Content posted on www.niinfluencers.co.uk. You shall indemnify us for any Costs incurred by us regarding User Generated Content by the NTD Procedure.

13. External Website Elements

13.1. External Elements, including functions and design elements on www.niinfluencers.co.uk may be under licence from third parties.

a. You agree to be bound by the terms and conditions applicable to the use of such External Elements, and you release us from any liability for breach of the Agreement necessitated by the terms and conditions applicable to the use of such External Elements;

b. You acknowledge such third party’s functionality:

i. Is not within our influence or control;

ii. May be subject to change without notice; and

iii. May be subject to criteria for service provision, compliance with which shall be your responsibility.

14. Internet Security

14.1. You shall not engage in any activity that interferes with or disrupts www.niinfluencers.co.uk or the servers and networks that host www.niinfluencers.co.uk, nor attempt to circumvent, disable or otherwise interfere with security-related features of www.niinfluencers.co.uk or features that prevent or restrict use or copying of any Content or enforce limitations on the use www.niinfluencers.co.uk or the content therein.

14.2. We shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.

14.3. You shall comply with all written security or network access requirements that we provide to you.

14.4. You shall keep confidential any passwords or access codes that we provide to you, and you shall have absolute liability for all actions taken when your logon details are used other than where such use is as a result of our failure or breach of data security.

14.5. You shall notify us immediately if you become aware of any unauthorised use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.

14.6. We shall have the right to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.

14.7. You warrant that Content uploaded by you or on your behalf to www.niinfluencers.co.uk or to other computerised systems in connection with the Agreement, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.

14.8. You warrant that you shall not:

a. Tamper with, update, change or gain unauthorised access to any part of any of our Services, the software or systems that we use to run the Services, and the security measures applied to our Services;

b. Use any automated means to monitor or copy the Services or Our Content;

c. Modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services;

d. Use the Services to store or transmit viruses, bugs, trojans and other forms of computer programming malware;

e. Interfere with or disrupt the performance of the Services or any third party data;

f. Disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;

g. Remove, obscure, or alter any notice of copyright, trademark or other mark or wording relating to ownership rights, which is contained in our Content or any aspect of the Services;

h. Use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;

i. Use the Services to collect or use, or to distribute software that collects, personal data including email addresses, screen names, other identifiers or information; or

j. Use the Services to monitor data or traffic on any network or system.

k. Act outside our Terms of Service. Our Terms of Service for Users is located at www.niinfluencers.co.uk/terms-of-service

15. Payment

15.1. You shall pay the Charges for each Service as set out in the Service Confirmation.

15.2. Payment shall be made in pounds sterling (indicated with the symbol “£”) by Direct Debit or Recurring Card Payment.

15.3. Where a Service is subject to a Monthly Rolling Term:

a. The Charges in respect of each Service Month shall be paid by Direct Debit or Recurring Card Payment in that Service Month and in accordance with the Direct Debit or Recurring Card Payment mandate set up at the time your Service Confirmation Receipt was given;

b. You shall do nothing to block, delay or otherwise invalidate the payment of any Direct Debit or Recurring Card Payment;

c. We may increase the Charges for any Service to reflect changes in our business operating costs or as otherwise reasonably determined by us. We will notify you prior to any change of charges applicable to our Services. You indemnify us without limitation for any Costs arising due to your breach of this clause.

16. Term, Termination and Early Payment

16.1. The Agreement shall commence on the Effective Date.The Effective Date is the date of your Service Confirmation Receipt.

16.2. You can cancel your agreement at any time by logging into your account www.niinfluencers.co.uk/login/ or give notice by contacting our customer services team during Business Hours on 02893 270 271 and quoting your email address. We will endeavour to action this request as soon as is reasonably practical. You shall not be discharged from your obligations to pay the full amount of the Charges contracted for the term of the Service.

16.3. If you terminate or opt out of any Agreement and you subsequently wish to advertise with us, a new Agreement shall be required.

16.4. Either Party may terminate the Agreement immediately at any time.

17. Suspension of Services

17.1. We may temporarily suspend any Service at any time. This includes:

a. To carry out essential maintenance;

b. To verify your Account, or to modify details in relation to your Account;

c. To verify subscription to any of our Services, or to modify, extend or renew any existing Service;

d. To prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;

e. If we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, including where you fail to respond to an email from us regarding your contact information;

f. Where you do not accept our decisions to amend or reject an amendment of your Advertisement.

g. Where you fail to comply with our Terms of Service. Terms of Service for Users located at www.niinfluencers.co.uk/terms-of-service

Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.

18. Limitation of Liability

18.1. Nothing in this Agreement shall limit either Party’s liability for:

a. Death or personal injury caused by such Party’s negligence;

b. Fraud or fraudulent misrepresentation; or

c. Such other liability which cannot be excluded or limited by applicable law.

18.2. We shall not be liable for any consequential, indirect, exemplary, punitive, special, incidental or reliance damages, or for any damages related to lost profits, lost data, lost opportunity or business interruption, howsoever caused (including by our negligence, but without prejudice) and even if a Party knew or should have known of the possibility of, or could reasonably have prevented, such damages.

18.3. If we are responsible for an error or omission in an Advertisement we shall correct the error or omission as soon as reasonably practicable upon receipt of written notification and without charge to you, and at our sole discretion may reduce the Charges(if applicable) for such Service by such amount as is fair and reasonable having regard to the nature of the error or omission, or extend the duration of the Advertisement as compensation(if applicable). We shall have no further liability in respect of an error or omission in an Advertisement for which we are responsible, and you release and hold us harmless from any Claim thereby arising.

18.4. If you are responsible for an error or omission in an Advertisement we shall correct the error or omission as soon as reasonably practicable upon receipt of written notification and subject to your payment (if applicable) of any further charges (if applicable) as is fair and reasonable having regard to the nature of the work likely to be required and expenses likely to be incurred to correct the error or omission as determined at our sole discretion. We shall have no liability in respect of an error or omission in an Advertisement for which you are responsible.

19. Warranties and Disclaimers

19.1. Each Party warrants that it has all necessary power and authority to enter into and perform its obligations pursuant to the Agreement.

19.2. We make no representations, warranties or guarantees that an Advertisement or Service shall generate any particular volume of Impressions, Clicks, calls, business opportunities, or any particular profit or revenue.

19.3. The appearance, including the look, functionality and formatting, of Services may:

a. Vary depending upon the browser or device, including mobile platforms, used by the User; and

b. Be changed by us without notice.

19.4. Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. You shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in the Agreement.

19.5. You acknowledge that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems and the availability thereof. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability. You shall promptly notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.

19.6. We make no warranty and give no representation of any kind in relation to Third Party Data, and we shall not be liable for inaccuracy in or arising out of Third Party Data.

19.7. You warrant that all Content you provide to us complies with:

a. The CAP Code;

b. All applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom, including Ofcom, PhonepayPlus, and the Advertising Standards Authority;

c. These Advertising Terms and Conditions; and

d. All applicable laws and regulations, including the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Description Act 1968, the Consumer Rights Act 2015, the Consumer Credit Act 1974, the Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, FSMA, FSMA (Financial Promotion) Order 2005, CONC and the Data Protection Legislation.

19.8. You warrant that:

a. The Agreement is entered into and shall be operated solely for legitimate business activities;

b. You own or hold sufficient rights in all relevant IPR to enable us to use Content you provide to us in connection with the Services;

c. All electronic files you provide to us have been produced using properly licensed software and are free from viruses and any other harmful software;

d. Where Content provided to us by you comprises in whole or in part material that has previously been published in other media including printed directories, you own or hold sufficient rights in all relevant IPR necessary to reproduce that material in any other media channel;

e. Where you have provided us with a brief or instruction for the development of Created Content, the Created Content does not and shall not infringe, contravene or otherwise impair the IPRs of any third party;

f. Where the Service requires us to link to your website, or a third parties website, you warrant this page will comply with all applicable laws and regulatory instruments.

19.09. We do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services.

20. Intellectual Property Rights

20.1. You shall not use any Content, process or software available or identifiable on www.niinfluencers.co.uk for commercial or derivative purposes unless you have obtained our express written agreement. You shall not decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to www.niinfluencers.co.uk.

20.2. If you provide any Content to www.niinfluencers.co.uk or otherwise to us in connection with the Agreement you grant to us for the duration of the Service a worldwide, irrevocable, royalty free, transferable, sub-licensable, non-exclusive licence to use such Content for the purposes of:

a. Providing the Services to you;

b. Displaying Advertisements in whole or in part by any means, and across any media whether now known or invented after the Effective Date which may include the display of your Content and IPRs on third party properties and platforms to which we syndicate or otherwise distribute Advertisements; and

c. Our marketing, research and promotional activities;

The rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material.

20.3. You warrant that you have all necessary rights to your Content and that your Content is not defamatory, does not infringe any law or third party rights.

20.4. The continued use of your Content beyond the term of the Agreement shall not constitute an infringement of IPR or a breach of contract where such use arises as a result of our continued use (including display, syndication or distribution) of materials bearing the Advertisement.

20.5. We shall have the right to disclose your intention to use or use of Content to such persons as we reasonably consider to be or have a claim to be the owner of IPRs in your Content, and on request you shall promptly provide us with proof of your IPRs in Content including by way of giving evidence in any Claim brought against us by a third party.

20.6. Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.

20.7. Unless otherwise specified in the Service Confirmation Receipt, all IPR in Created Content shall be exclusively owned by us and shall not pass to you, including where the Created Content is derived or developed from Content or instructions supplied by you. You will not have the right to use Created Content in any form or media other than the Advertisements unless you have obtained our written permission.

a. You grant us perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable IPR to use the Original Content in any way including reproduction and derivative works;

b. You shall retain IPR in the Original Content; and

c. We shall retain a copy of the Original Content so far as is technically and reasonably feasible which shall be provided to you on request in the event the Services are terminated.

20.8. We shall have the right to collect information about your use of the Services and a User’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of the IPR in this information.

21. Changes to the Services and Conditions

21.1. We are committed to the constant improvement of our products and services. We shall have the right to modify www.niinfluencers.co.uk or any of the Services from time to time without prior notice.

21.2. We may from time to time amend our Advertising Terms and Conditions without notice to you. The updated version of the Advertising Terms and Conditions shall be made available at www.niinfluencers.co.uk/terms-and-conditions .You undertake to visit www.niinfluencers.co.uk/terms-and-conditions, regularly to inform yourself as to any changes. If you do not agree with any legal change to these Conditions you may cancel your agreement at any time by logging into your account www.niinfluencers.co.uk/login/ or give notice by contacting our customer services team during Business Hours on 02893 270 271 and quoting your email address. We will endeavour to action this request as soon as is reasonably practical.

22. General

22.1. Assignment. You shall not assign or otherwise dispose of all or any of your rights or obligations under the Agreement without our prior written consent. Any purported assignment in breach of this clause shall be deemed null and void. We may assign the Agreement to any third party, in full or part, at our sole discretion, by giving written notice of the assignment to you.

22.2. Construction. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.

22.3. Electronic Commerce and Execution. The Agreement is entered into by way of you reviewing and approving the Service Confirmation. These fields include but may not limited to a checkbox(s). This is sufficient to bind the Parties to this Agreement.

22.4. Entire Agreement. The Agreement constitutes the entire agreement between the Parties relating in any way to its subject matter and supersedes all prior discussion and any prior agreement. Each Party acknowledges that in entering into the Agreement it has not relied on any warranty, representation or other promise of any nature not contained in the Agreement.

22.5. Ethical Standards. The Parties shall, and shall procure that their officers, employees, agents and service providers shall at all times comply with the Bribery Act 2010. A Party shall notify the other Party if it becomes aware of any breach of suspected breach of this clause that may have a connection to the Agreement. The Party potentially in breach of this clause (“Party in Breach”) shall provide all reasonable assistance to enable the other Party (“Other Party”) to investigate the breach or suspected breach of this clause. If the Other Party reasonably concludes the Party in Breach has breached this clause: (a) the Other Party may immediately terminate the Agreement without further liability by giving written notice, and (b) the Party in Breach shall indemnify, defend and hold harmless the Other Party against any Costs arising due to the breach.

22.6. Law and Jurisdiction. The Agreement and any disputes arising out of or in connection with it or its subject matter shall be construed in accordance with and governed exclusively by the laws of Northern Ireland. The Parties irrevocably agree the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.

22.7. Terms of Service. Terms of Service for Users located at www.niinfluencers.co.uk/terms-of-service is hereby incorporated as a Schedule to these Conditions.

22.8. Privacy Policy. The Privacy Policy for Advertisers located at www.niinfluencers.co.uk/privacy-policy is hereby incorporated as a Schedule to these Conditions.

22.9. Relationship between the Parties. The relationship between you and us shall not be that of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency.

22.10. Third Parties. Nothing in the Agreement, express or implied, confers upon any third party any right, benefit or remedy under or by reason of the Agreement, the Contracts (Rights of Third Parties) Act 1999 or otherwise.

22.11. Variation. No variation, modification or waiver of any provision in the Agreement nor consent to any departure by any Party from any such provision, shall be effective unless in writing and signed by the Parties.

Last Updated on 1st September 2022