Terms of Service
Dated: March 2020
Welcome to Bona Fide.
Thank you for using the Bona Fide platform, products, services and features we make available to you as part of the platform via our website at www.wearebonafide.co.uk and any applicable applications (collectively, the “Service”).
The Service brings together brands with influencers based upon their passions, location and age, always with a view to creating genuine content and building audiences around individual campaigns (each a “Campaign”).
The entity providing the Service is Nativo Limited, a company incorporated and operating under the laws of Engand and Wales (company registration number 5485238) whose registered office is at Ground Floor, St Pauls House, 23 Park Square, Leeds, West Yorkshire, LS1 2ND (referred to as “Bona Fide”, “we”, “us”, or “our”).
Please read these terms of service carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.
Who can use the Service
You may use the Service in your capacity as an influencer, provided that you are at least 13 years old and have registered your details with us and we have received a confirmed acceptance from us by email (referred to as “Influencer”, “you” or “your”).
We reserve the right, in our absolute discretion, to refuse to accept and register you as an Influencer.
If you are under 18, you must have your parent or legal guardian’s permission to use the Service. Please have them read these terms of service with you.
If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to these terms of service and responsible for your child’s activity on the Service.
If you are using the Service on behalf of a company or organisation, you confirm to us that you have authority to act on behalf of that entity, and that entity accepts these terms of service.
Your use of the Service
As a registered user, you will have the opportunity to participate in a Campaign, details of which will be communicated via the Service (each a “Campaign Brief”).
Each Campaign Brief will record your role as an Influencer and any specific Campaign Terms, including what you will do, how and when you will do it and what you will be paid.
In broad terms this means that in using the Service, you have the opportunity to be involved in the creation and/or distribution of videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials (collectively, "Content”).
To protect your account, you must keep your password confidential. You should not reuse your account password on third-party applications.
Your responsibilities to us
You ensure and warrant to us that any Content:
- complies with the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing
- (the CAP Code) and the Consumer Protection from Unfair Trading Regulations 2008;
- clearly references the fact you are being rewarded for the Content;
- is not published or distributed without our consent; and
- in any event is legal, decent, honest and truthful.
In addition, you ensure and warrant to us that any Content (and other content previously published by you) is original and:
- isn’t damaging in any way to any brand that is the subject of a Campaign Brief;
- isn’t inappropriate (abusive, offensive or disruptive);
- doesn’t contain personal information (either your own or someone else’s);
- doesn’t put children at risk;
- isn’t illegal or unlawful, or glamourises illegal or unlawful activity;
- isn’t defamatory (damaging to someone else’s reputation);
- isn’t in contempt of court (anything that could affect the outcome of a court case);
- doesn’t infringe anyone’s rights (including privacy rights);
- wasn’t made by someone else, or that copies someone else’s creation; and
- doesn’t breach any local laws, customs or sensibilities.
You ensure and warrant to us that the social media audiences notified to us either at the time of your registration, periodically from time to time or otherwise as part of your acceptance of the Campaign Terms are:
- in qualitative terms, not comprised of inauthentic, fake, inorganic, duplicated or paid for followers; and
- in quantitative terms, of the actual size so represented by you.
You will ensure and warrant to us that:
- you have informed us of all of your social media accounts; and
- all of your social media accounts are unrestricted, public and not private.
You will ensure and warrant to us that:
- any Content which is shared by you, is kept on the agreed distribution platform for a period of no less than 28 days after the agreed end date of the Campaign;
- you will carry out all elements of the Campaign in a timely manner. Time for performance shall be of the essence; and
- any Content (or other content previously published by you) which does not comply with these terms of service is unpublished.
If we reasonably believe that any Content is in breach of these terms of service or may cause harm to us, our users, or third parties, we reserve the right to require you to remove or take down some or all of such Content.
Our agreement to reward you
Provided you can comply with all the elements and requirements of the Campaign Brief and these terms of service, we will reward you in accordance with the Campaign Terms.
You grant to us and/or our clients, a non-exclusive, perpetual, royalty free right and licence to re-utilise any Content created and/or distributed by you.
During the Campaign and for a period of 3 months following its expiry, you agree that you will not directly or indirectly work for or otherwise have any dealings with any client of ours which is the beneficiary of that Campaign.
You shall indemnify, and keep us indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us as a result of or in connection with any breach by you of your obligations under these terms of service.
Any right not expressly granted to you in these terms of service remains the right of us or the respective rights holders. This means, for example, that using the Service does not give you ownership of any intellectual property rights in the Service you access (including any branding used on or displayed in the Service).
Changes to the Service
We are constantly changing and improving the Service. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. We will always consider and balance the impact of such changes on the use of the Service. Whenever reasonably possible, we will provide notice when we discontinue or make material changes to our Service that will have an adverse impact on the use of our Service. However, there will be times when we need to make such changes without notice, such as where we need to take action to improve the security and operability of our Service, prevent abuse, or meet our legal requirements.
Account Suspension and Termination
You may stop using the Service at any time.
We may suspend or terminate your access to all or part of the Service:
- if you materially or repeatedly breach these terms of service;
- if we are required to do so to comply with a legal requirement or a court order;
- if we reasonably believe there has been conduct that creates liability or harm to any user, other third party, or us; or
- on 7 days written notice for any reason.
Our limited warranty
We provide the Service with reasonable care and skill.
Limitation of Liability
Nothing in these terms of service is intended to exclude or limit any party’s liability for: death or personal injury; fraud; fraudulent misrepresentation; or any liability that cannot be excluded or limited by law.
To the extent permitted by applicable law:
- We will not be responsible for lost profits, revenues, or data; loss of opportunity or anticipated savings; indirect or consequential losses, or punitive damages (in all cases whether such losses were foreseeable or not); and
- our total liability for any claims arising from or relating to the Service is limited to the greater of the amount of revenue that we have paid to you from your use of the Service in the 12 months before the date of your notice, in writing to us, of the claim and (b) £100, whichever is higher.
These terms constitute a contract for the provision of services.
You are an independent contractor. Nothing in these terms shall render you as an employee, worker agent or partner of ours.
You shall be responsible for the payment of any tax, national insurance and social security contributions incurred by you.
Modifying these terms of service
We may modify these terms of service, for example, to reflect changes to our Service or for legal, regulatory, or security reasons. We will provide reasonable advance notice of any material modifications to these terms of service and the opportunity to review these changes. However, changes addressing newly available features of the Service or changes made for legal reasons may be effective immediately. Changes will only apply going forward. If you do not agree to the modified terms, you should discontinue your use of the Service.
We may transfer all or part of these terms of service to an Affiliate or, if we is sold, to a third party.
If you do not comply with these terms of service and we do not take action immediately, this doesn’t mean that we are giving up any rights that we may have (such as the right to take action in the future).
These terms of service, and your relationship with us under these terms of service will be governed by the laws of England and Wales, and legal proceedings may be brought in your local courts.