Creator Terms & Conditions

1. INTRODUCTION

1. These Creator Terms and Conditions (we refer to them as the “Creator Terms”) set out the terms and conditions which apply to you when you use the Service, including the creation of Content and promotion of Products on the Site.

2. Capitalised terms used in these Creator Terms are defined in Schedule 1.

3. These Creator Terms are between a Creator (who we will also refer to as “you” and “your” in these Creator Terms) and ili.com Limited (“we” or “us”).

4. We may amend these Creator Terms (or any part of them) at any time. We will notify you of any such changes in writing, which may include by email. If you continue to use the Site and/or Service following notification of such changes, you will be deemed to have accepted any such changes to these Creator Terms.

5. The Schedules to these Creator Terms and/or any policy referred to in them form a binding part of them. 

6. If you have any questions about these Creator Terms or your rights under them, please contact us at help@iloveit.com.

2. COMMENCEMENT OF THESE CREATOR TERMS

1. The Creator Terms will become effective from the earlier of: i) the date on which you accept these Creator Terms; or ii) you first download and access the ili Creator App.

2. The Creator Terms will continue to apply to you unless or until they are terminated in accordance with Clause 14.

3. THE SERVICE PROVIDED BY US

1. In consideration of your fulfilment of your obligations, we will:

   1. provide the Service with reasonable skill and care; 

   2. use reasonable efforts to restore any faults in the Service as soon as reasonably possible. The transmission of information via the internet is not completely secure, and there is always a risk that communications by electronic means may not reach their intended destination, or may do so later than intended, for reasons outside of our control, and it is not technically possible to provide the Service entirely free of fault at all times; and

   3. make your Products available to customers in accordance with the ili Creator Terms and Conditions.

2. We reserve the right to revise or alter the Service at any time. Any variation in the Service will be subject to these Creator Terms.

4. HOW THE ili SERVICE WORKS 

1. ili provides the platform through which Brands make their Products available for sale on the Site. Customer may order and pay for Products and we facilitate the negotiation and/or conclusion of the sale of Products on the Site.

2. You will create and submit Content to the ili Creator App for the purposes of promotion of Products on the Site. [The Content will be uploaded to the Site following its submission by you to the App.]

3. If a Customer purchases a Product through the Site that you have promoted in your Content (Your Sale), we will pay you a Commission in respect of that purchase. A Product purchase will be deemed Your Sale if the last piece of Content that a Customer clicked on to reach the Product page from which they subsequently made the relevant purchase was Content submitted by you. 

4. In respect of any of Your Sales that have been completed in a given Month, we will provide you with a statement in relation to such Month, setting out the amount payable to you in respect of that Month, as further described in Clause 9.

5. We (the Creators and ili) agree to conduct ourselves at all times in our relations with each other with respect and mutual cooperation. 

5. YOUR ACCOUNT

1. You agree that you will promptly provide on request such information as we may require to enable us to complete your onboarding to the Service and/or to verify the identification and operations of you and/or your business, including (without limitation) to fulfil any legal and/or regulatory obligations which may apply to us.

2. Please see our [Privacy Policy] for more information on how we handle this information.

6. PRESENTATION OF THE SITE AND YOUR CONTENT

1. We have absolute discretion as to:

   1. the look, feel and content of the Site; and

   2. the inclusion, positioning, location and all other presentation of any Content (including in our sole discretion the right to remove any Content from the Site at any time during the Term); and

2. You shall ensure that: 

   1. any Content you create will comply with our [Content Guidelines]; and

   2. [all information included in any Content you provide is and remains true, accurate, current and complete].

7. CREATOR’S OBLIGATIONS AND COMPLIANCE WITH LAWS

You agree to:

1. provide the Content in accordance with the [Content Guidelines];

2. [not make any claims as to the properties, functionality or other qualities of any Product other than in accordance with the [Content Guidelines]];

3. promptly pass on to ili any complaints, comments or questions you receive about any Product or any questions or comments you receive in relation to any Product. You may not respond to any such complaints, comments or questions yourself;

4. not make any negative statement relating to ili, any of ili’s other creators or staff, or any Product in public, online (including on social media), to the press or elsewhere;

5. ensure that the Content complies with the CAP advertising code, the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time;

6. comply with all applicable anti-bribery legislation;

7. ensure that your biography on all your social media accounts accurately reflects your association with ili;

8. comply with all your applicable obligations in relation to tax, including (without limitation) VAT registration and compliance, where applicable;

9. [inform ili immediately of any criminal prosecution or other complaint brought against you after the date of this agreement and of any actual or likely press speculation or inquiry into you, your personal or business affairs, or publication in relation to such matters;

10. inform ili as promptly as reasonably practicable of any material developments or changes in your circumstances or activities which could reasonably be expected to adversely affect ili’s use of the Content;

11. not do anything which in ili’s reasonable opinion would jeopardise your ability to perform your obligations under these Creator Terms or prejudice the goodwill or reputation of ili or any Product.]

8. CREATOR’S WARRANTIES AND INDEMNITY

1. You warrant, represent and undertake to ili that:

   1. you have the legal capacity and are free to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent you doing so;

   2. you are 18 years of age or older and you agree to provide ili with identification to confirm your age if requested to do so by ili;

   3. you do not have any unspent criminal convictions of any kind existing at the date of commencement of these Creator Terms;

   4. the Content [and the Creator Information] will be wholly original to you (unless it incorporates material provided to you by ili) and will not infringe the copyright or any other rights of any third party;

   5. the Content will not contain any defamatory material or breach any contract, law or duty of confidentiality, or infringe any copyright or data protection rights;

   6. the rights you have granted to ili are owned by or granted to you absolutely and you have not previously assigned, licensed or in any way encumbered them; and

   7. you have disclosed in writing to ili all material facts that are relevant to your engagement as a Creator under these Creator Terms, including the nature and duration of past and existing endorsement agreements between you and third parties.

2. You shall indemnify ili against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by ili arising out of or in connection with any third-party claims or any action, adjudication or decision taken against ili by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 8.

3. You confirm that nothing in these Creator Terms creates any form of employment relationship between us and you, and you (and/or your employer, as applicable) are solely and directly responsible to the relevant tax authorities for all matters regarding your tax obligations, including without limitation income tax and VAT.

9. PRESENTATION OF THE SITE, AND INCLUSION OF SITE CONTENT

1. We have absolute discretion as to:

   1. the look, feel and content of the Site;

   2. the inclusion, positioning, content, location and all other presentation of your, and any other, Content. 

2. We may, in our sole discretion, remove any Content from the Site at any time during the Term for any reason (including, without limitation, because the Content does not comply with these Creator Terms, and/or with any other ili policy). ili may, but it is not obliged to, provide the Creator with notice of any such non-compliance, and allow the Creator to make such amendments to the Content, within any relevant timeframe notified to the Creator by ili.  If the Creator makes such changes and ili is then satisfied that the Content is compliant with these Creator Terms and/or otherwise suitable for uploading to the Site again, then ili may, but is not obliged to, do so.

10. [PAYMENT OF COMMISSION DUE TO YOU

General

1. ili shall make any payment due to you within [sixty (60)] days following the date of Your Sale. If any refunds of any of Your Sales have been made to a customer during that [sixty (60)] day period, then the Commission payable to you shall be reduced to reflect any such refunds. Any refund of any of Your Sales to a Customer shall be made in accordance with the [Returns and Refunds Policy].

2. You will provide all banking details requested by us, so that we can make any payment owing to you in respect of any of Your Sales.

3. You will ensure that your banking details are kept up-to-date, and you must notify us of any changes no later than by the next working day. You agree to take full responsibility for any lost payments, and for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in your banking details. ili is not accountable or liable for any delays in any payment to you where you have not supplied banking details, the details supplied are not correct or out of date, or where an outstanding query that affects the value of any monies owed is awaiting a response from you.

4. ili is not responsible for any charges that may be applied by your bank for the receipt of funds by you from us.] 

11. INTELLECTUAL PROPERTY RIGHTS

1. Our Intellectual Property Rights

   1. You recognise that the Intellectual Property Rights in the ili name, logo or branding are owned entirely by us, and agree that you may only use the ili name, logo or branding in accordance with these Creator Terms or with our prior written consent.

   2. All Intellectual Property Rights in the Service are and will remain our absolute property, or the property of our licensors as appropriate.

   3. Any Intellectual Property Rights created by us in the course of the performance of these Creator Terms or otherwise in the provision of the Service will remain our property.

2. Intellectual Property Rights in information and material you provide to us

   1. You warrant that you are the legal owner of all of the Intellectual Property Rights in and relating to any Content or any other material or data which you provide to us for inclusion on the Site, which includes without limitation any photographs, logos, images and copy that you provide to us, and any music included in any Content, and/or that you possess a valid permission to use any and all such Intellectual Property Rights;

   2. You warrant that if you make your Content [and any Creator Information] available on the Site, and consequent use of your Intellectual Property Rights by us will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights.

   3. You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of Clause 10 in respect of any claim that the normal operation, possession or use of those Intellectual Property Rights by us infringes a third party's rights (Intellectual Property Rights Infringement Claim).

   4. In the event of any claim by a third party that the use of your Intellectual Property Rights on the Site infringes the Intellectual Property Rights of such third party you will immediately make without any charge to us such alterations, modifications or adjustments to the Intellectual Property Rights as will be necessary to make them non-infringing. We will notify you as soon as possible if we become aware of any such claim by a third party.

   5. We may choose to take sole conduct of the defence to any claim or action in respect of any third party Intellectual Property Rights infringement claim and may settle or compromise such claim or action at our sole discretion. You agree to give us such assistance as we will reasonably require in respect of the conduct of such defence including with all court procedures and the provision of all relevant documents. At our request, you agree to take the conduct of the defence to any claim or action in respect of any of your Intellectual Property Rights. You agree not to, at any time, admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.

3. This Clause 11 will survive termination or expiry of these Creator Terms regardless of how they come to an end.

12. CONFIDENTIALITY AND SECURITY

A. The Creator and ili agree that we will keep in confidence any Confidential Information and, except in accordance with these Creator Terms, will not share that Confidential Information with any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process your Content.

B. The obligations of confidentiality under the Creator Terms will not extend to any matter which either party can show:

1. is in or has become part of the public domain, other than through a breach of the Creator Terms or other confidentiality obligations;

2. was lawfully in the possession of the recipient before the disclosure under the Creator Terms took place;

3. was independently disclosed to it by a third party entitled to disclose the same;

4. was disclosed in accordance with Clause 16.C. or

5. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

C. The obligations of confidentiality under the Creator Terms will remain in effect for two (2) years after the termination or expiry of the Creator Terms, however they come to an end.

13. EXCLUSION AND LIMITATION OF LIABILITY (PLEASE READ THIS SECTION CAREFULLY)

A. Nothing in these Creator Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.

B. Subject to Clause 12.A, our total liability to you if we fail to comply with the Creator Terms will be limited in aggregate to a maximum of £100 (one hundred pounds sterling).

C. Subject to Clause 12.A, we will not be liable to you for any loss of profit or other economic loss, foreseeable losses, costs, expenses or other claims for foreseeable compensation or loss or damage that arise in connection with the Creator Terms, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of the Service or otherwise.

14. TERMINATION

1. We may restrict, suspend or terminate our provision of the Service (or any part of it), or terminate the Creator Terms if:

1. you significantly breach the Creator Terms (or any other terms (including without limitation any ili policies) which may apply in accordance with these terms);

2. if you are unable to pay your debts when they fall due, or you enter into a legal process or an arrangement relating to being unable to pay your debts;

3. in our sole discretion, we determine that your eligibility or suitability to be listed on the Site, or to make your Products available on the Site, changes; or

4. for any reason, at our convenience and/or sole discretion, we provide you with 30 days’ written notice of such suspension or termination.

2. If we restrict, temporarily suspend or terminate the provision of the Service to you, we will provide you with clear written reasons for doing so, and provide you with the opportunity to clarify the reasons prior to the restriction, suspension or termination becoming effective. 

3. Following termination of your use of the Site:

   1. [we will retain any payments that may be due to you as at the date of termination in respect of Your Sales for a period of [sixty (60) days] from the effective date of termination (the “Termination Period”). Following expiry of the Termination Period, we will pay any sums payable to you as at the date of termination, less any refunds of any of Your Sales during the Termination Period;]

   2. we will remove all of your Content from the Site and Service;

   3. ili and the Creator shall retain all rights, remedies and obligations that have accrued or become due prior to termination.

4. You shall provide us with no less than thirty (30) days’ written notice if you wish to terminate your participation on the Site, and these Creator Terms.

15. DATA PROTECTION

Each party shall, at its own expense, ensure that it complies with all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

16. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Creator Terms that is caused by any act or event beyond our reasonable control. If such an event takes place that affects the performance of our obligations under these Creator Terms, our obligations shall be suspended and the time for performance will be extended for the duration of the event. 

17. WAIVER

If we do not insist that you perform any of your obligations under these Creator Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you. 

18. ASSIGNMENT AND SUBCONTRACTING

You may not assign or transfer your rights or your obligations under these Creator Terms without our prior written consent. 

We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement

19. ENFORCEABILITY

Each paragraph of these Creator Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

20. RIGHTS OF THIRD PARTIES

These Creator Terms are between you and us. No other person has any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes our rights when acting as commercial agent of any Creator. 

21. GOVERNING LAW AND JURISDICTION 

These Creator Terms shall be governed by and construed in accordance with English law. Any dispute arising from, or related to, the Creator Terms shall be subject to the exclusive jurisdiction of the courts of England. 

SCHEDULE 1: DEFINITIONS 

For the purposes of these Creator Terms, the following terms shall have the following meanings:

Brand means a seller who makes their Products available through the Site.

Charges means the charges detailed in your Commercial Schedule as may be payable by you (following notification by us in writing).

Commission Fee means the commission payable to you by ili in respect of Your Sales. The percentage value of the Commission Fee payable to you shall be as agreed between you and ili in writing.

Confidential Information means any information that would be regarded as confidential by a reasonable business person including (without limitation) relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party.

Content means any video content and photographs you create, and which, together with any other information, data or other material you provide to us to make available on the Service for the purposes of promotion of Product(s).

Content Guidelines means any guidelines notified to you by us from time to time in relation to the presentation, content and formatting of your Content.

Customer means a customer who buys a Product through the Site.

Intellectual Property Rights means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by

common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights.

Products means any goods made available for sale by a Brand on the Site.

ili means ili.com Limited, with company number 14828893, and its registered address at 3rd Floor 12 Gough Square, London, EC4A 3DW.

[ili Creator App means the app made available to you by ili to enable you to access the Service and submit your Content to ili.]

Service means the Site and other services we provide, including without limitation the ili Creator App, as further described in these Creator Terms.

Site means the social commerce platform we provide at iloveit.com to facilitate the promotion and sale of your Products.

Your Sale shall have the meaning given to it in Clause 4.C.