Terms & conditions - YOVI | Your online digital agency

PLEASE READ THESE LICENCE TERMS CAREFULLY BY SIGNING UP FOR THE PLATFORM OR BY USING THE PLATFORM YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE THE PLATFORM AND/OR USE THE SERVICES.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We YOVI Digital Limited of Unit 36 88-90 Hatton Garden, London, United Kingdom, EC1N 8PG (referred to as “YOVI”, “we”, “us” or “our” in these Terms).

Under Section 1 of these Terms, we license you to use YOVI, the content supplied with the software, (Platform) and any updates or supplements to it as permitted in these Terms.

The Platform facilitates the advertising of creative and digital projects (Project) and pitching for the Project to provide creative/ digital services to clients (Services), as well as allowing communication between the parties. Unless indicated otherwise, Projects will be placed by external clients (Service Recipients). Services are provided by external service providers (Service Provider), not by YOVI, unless agreed otherwise. If and to the extent that we provide services to Service Recipients and/or Service Providers, we shall provide such services with reasonable skill and care.

Additional terms will apply to you if you use the Platform:-

As a Service Recipient - Section 2 (plus any terms imposed by Service Providers, as notified to you by the Service Provider);
As a Service Provider - Section 3 (plus any terms imposed by Service Recipients, as notified to you by the Service Recipient).
Section 4 of these Terms applies in all cases.

YOUR PRIVACY

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our privacy policy and it is important that you read that information.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

SECTION 1 - USING THE PLATFORM

SUPPORT FOR THE PLATFORM AND HOW TO TELL US ABOUT PROBLEMS

Support. If you want to learn more about the Platform or have any problems using it please take a look at our website, www.yovi.co.uk, or alternatively contact us with any questions.

Contacting us (including with complaints). If you think the Platform is faulty or mis-described or wish to contact us for any other reason please contact our customer service team via our website or call them on 020 3189 1617.

How we will communicate with you. If we have to contact you we will do so by email, phone, text or by post, using the contact details you have provided to us.

HOW YOU MAY USE THE PLATFORM

You may only use the Platform for your own internal business use.

YOU MUST BE 18 TO ACCEPT THESE TERMS AND USE THE PLATFORM

You must be 18 or over to accept these Terms and use the Platform.

UPDATE TO THE PLATFORM

From time to time we may automatically update the Platform to improve performance, enhance functionality.

WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The Platform may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

LICENCE RESTRICTIONS

You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without our prior written consent;
not copy the Platform or any art or functionality of the Platform, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform nor permit the Platform any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform on devices as permitted in these Terms;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
is not used to create any software that is substantially similar in its expression to the Platform;
is kept secure; and
is used only for the Permitted Objective;
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.

ACCEPTABLE USE RESTRICTIONS

You must:

not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
not infringe our intellectual property rights or those of any third party in relation to your use of the Platform, including by the submission of any material (to the extent that such use is not licensed by these Terms);
not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;
not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Platform throughout the world belong to us [(or our licensors)] and the rights in the Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform other than the right to use them in accordance with these Terms.

NON-SOLICITATION

Service Providers:

must not contact Service Recipients directly to try and entice them to conduct work together outside of the Platform;
are not permitted to work directly for Service Recipients without YOVI’s permission during the period of 6 months following completion of Services, or if no Services are provided from introduction via the Platform.

If a Service Provider does contact a Service Recipient in either of these events, the Service Recipient must notify YOVI.

SECTION 2 - PROVISION OF SERVICES AS SERVICE RECIPIENT - ADDITIONAL TERMS

WHAT THIS SECTION COVERS

This section applies whenever you register as a Service Recipient to post Projects on the Platform for Service Providers to pitch for and complete.

Please read these Terms carefully before you register with the Platform or post a Project.

REGISTERING ON THE PLATFORM

You can register on the Platform as a Service Recipient to allow you to post Projects to the Platform.

POSTING PROJECTS

All Projects posted to the Platform must:-

be for a creative project or work;
be accurate;
be confirmed;
be legal;
contain sufficient detail to allow Service Providers to pitch for the Project and provide the Services (Specification).

YOVI reserves the right to remove any Project if it deems it unsuitable, including if it doesn’t match the above requirements. The Service Recipient shall not be permitted to repost the Project.

We cannot guarantee that you will receive any responses to the Project or that you will reach agreement with any Service Providers in respect of the Project. YOVI shall automatically delete any Projects posted to the Platform within 30 days unless an agreement is reached with a Service Provider to complete the Project. The Service Recipient shall be permitted to repost the Project to the Platform if it wishes.

SERVICES

Service Providers are responsible for providing the Services to Service Recipients.

SERVICE PROVIDERS

Service Providers are independent service providers, not our employees or workers. We have no involvement in the provision of the Services, unless agreed otherwise.

Anyone can register on the Platform to pitch for Projects and can do so without providing evidence of their ability. We do not vet or verify any Service Providers and we rely on information provided by Service Providers as being accurate and correct and we cannot be held responsible for Services provided, nor do we endorse or recommend any Service Provider.

Once you have accepted a Service Provider’s pitch, at this point a contract will come into existence between you and the Service Provider. Any terms imposed by the Service Provider will apply in addition to these Terms.

COMMUNICATING WITH SERVICE PROVIDERS

You must communicate with the Service Provider via the Platform.

ACCEPTANCE

The Service Provider will submit the work created through the Services (Work) to you.

“Acceptance” of the Work shall be upon the sooner of:-

you accepting that the Work is complete via the Platform;
when the Work or any part of it has been used in live operation; or
within 7 days of notification by the Service Provider that the Work is complete, unless you have raised a Dispute in accordance with the paragraph below.

DISPUTES

YOVI encourages users to resolve disagreements between themselves however should this not be possible and you do not believe that the Work meets the Specification (Dispute), you shall notify YOVI via the “Raise a dispute” functionality on the Platform within 3 days of submission of the Work by the Service Provider.

In the event of a Dispute, YOVI:

shall review all Work and communication on the Platform;
may ask for additional information from either the Service Provider and/or Service Recipient. If such information isn’t provided by the Service Recipient within 48 hours of YOVI’s request, YOVI shall close the Dispute;
shall make a decision which will be binding on both parties;
will aim to make a resolution decision on behalf of both parties within 7 days of the Dispute being raised.

You shall not be able to raise a Dispute:-

unless you can demonstrate in writing within 7 days of being notified by the Service Provider that the Work is complete that the Work does not meet the Specification (in all material respects);
if the Work or any communication has been completed outside of the proper Platform communication channels;
in respect of any minor fault, including cosmetic faults will not prevent Acceptance from being given, but will be recorded with a timetable for resolution which shall be agreed between you and the Service Provider;
in respect of any copy that you have provided to the Service Provider unless the Specification states that the Service Provider is responsible for drafting or proofing copy.

PAYMENT

The fee payable to YOVI for using the Platform (Fee) will be indicated during the process of accepting a pitch from a Service Provider.

You are responsible for paying the Fee in addition to paying any invoice submitted by the Service Provider in respect of the Services (Charges).

We shall raise the invoice for the Fee and any Charges once an agreement has been reached with the Service Provider. This must be paid to YOVI prior to commencement of any work. YOVI will keep the Charges in a separate account which will be released to the Service Provider on Acceptance of the Work, except where you have raised a Dispute which shall be paid in accordance with the paragraph below.

If you have raised a Dispute, we will release the Charges once the Dispute is resolved, unless the Dispute is not resolved within 30 days of being raised, in which case we shall be entitled to release the Charges.

The Fee is payable within 7 days of the date of the invoice and is non-refundable.

CHANGES

Once an agreement has been reached for the Services between you and a Service Provider, if you wish to make any changes to the Services please contact the Service Provider. Any free of charge changes may be completed through the same Project but any new paid Services must be raised as a new Project via the Platform.

REMOVAL FROM THE PLATFORM

We reserve the right at our complete discretion to remove you from the Platform and you shall not be permitted to post further Projects.

LIABILITY

IF WE SUFFER ANY LOSSES AS A RESULT OF YOUR ACTS OR OMISSIONS, YOU SHALL INDEMNITY US IN RESPECT OF ALL LOSSES SUFFERED BY US.

SECTION 3 - USE OF SERVICES AS SERVICE PROVIDER - ADDITIONAL TERMS

WHAT THIS SECTION COVERS

This section applies whenever you use the Platform to pitch for Projects and provide Services to Service Recipients. Please read these Terms carefully before you register with the Platform or pitch for a Project.

REGISTERING ON THE PLATFORM

You can register as a service provider to allow you to pitch for Projects to the Platform.

During this process you will be required to create a profile and set parameters for your Services including your level of skills set, capability, geographical region etc. You are responsible for ensuring that your profile is a true and accurate reflection of your skills.

PITCHING FOR PROJECTS

The Platform facilitates the posting of Projects by Service Recipients. Projects are posted by Service Recipients and YOVI is not responsible for the Project. You will be given the opportunity to pitch for the Project.

If you are accepted by the Service Recipient, at this point a contract will come into existence between you and the Service Recipient. Any terms imposed by the Service Recipient will apply in addition to these Terms.

COMMUNICATING WITH SERVICE RECIPIENTS

You must communicate with the Service Recipient via the Platform.

PROVIDING SERVICES

You warrant that you will provide the Services with reasonable skill and care and within any timescales agreed with the Service Recipient. You must provide regular updates during the course of the Services to the Service Recipient.

The charges for the Services (Charges) is to be agreed with the Service Recipient. The Service Recipient is responsible for paying the Charges and we shall not be liable in the event of non-payment. The Service Recipient shall pay the Charges to us, which will be confirmed via the Platform. We will hold in a separate account and release this to you through the Platform within 14 days following Acceptance of the Work. We reserve the right to delay payment of Charges in the event we suspect fraud or money laundering. You are responsible for your own tax affairs, including income tax and national insurance.

DISPUTES

YOVI encourages users to resolve disagreements between themselves however should this not be possible and a Service Recipient may raise a Dispute via the Platform if they believe the Services do not meet the Specification.

In the event of a Dispute, YOVI:

shall review all Work and communication on the Platform;
may ask for additional information from either the Service Provider and/or Service Recipient. If such information isn’t provided this may result in the Dispute being decided in favour of the Service Recipient;
shall make a decision which will be binding on both parties;
will aim to make a resolution decision on behalf of both parties within 7 days of the Dispute being raised.

WORK

You warrant that you own (or are licenced to use in connection with the Services) all intellectual property rights in the Work and that you are not infringing the intellectual property rights of any third party.

YOVI shall be permitted to use any Work uploaded by you in its portfolio on the Platform, website or in offline materials.

CHANGES

Once an agreement has been reached for the Services between you and a Service Recipient, if you wish to make any changes to the Services please contact the Service Recipient. Any free of charge changes may be completed through the same Project but any new paid Services must be raised by the Service Recipient as a new Project via the Platform.

REMOVAL FROM THE PLATFORM

We reserve the right at our complete discretion to remove you from the Platform. This may be, for example, if you receive negative feedback from Service Recipients in relation to the Services, or fail to provide Services.

We also reserve the right at our complete discretion to review, edit, refuse to post, delete, disable to access to, or otherwise make unavailable any Work or anything else uploaded to the Platform.

LIABILITY

IF WE SUFFER ANY LOSSES AS A RESULT OF YOUR ACTS OR OMISSIONS, YOU SHALL INDEMNITY US IN RESPECT OF ALL LOSSES SUFFERED BY US.

SECTION 4 - GENERAL TERMS - APPLY IN ALL CASES

CHANGES TO THESE TERMS

We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We will give you at least 14 days notice of any change by sending you a notification with details of the change or notifying you of a change when you next start the Platform. By continuing to use the Platform you agree to those amended Terms.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

Our responsibility for loss or damage suffered by you if you are a business. Subject to the paragraph above:

we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of anticipated savings, loss of revenue, or any indirect or consequential loss arising under or in connection with any contract between us; and
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total fees paid to you by us in the 12 months preceding the event giving rise to liability.

Limitations to the Platform. The Platform is provided for general information and entertainment purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Platform. Although we make reasonable efforts to update the information provided by the Platform, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data used with the Platform. We recommend that you back up any content and data used in connection with the Platform, to protect yourself in case of problems with the Platform. This includes any Work uploaded to the Platform.

Check that the Platform is suitable for you. The Platform has not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform meet your requirements.

We are not responsible for events outside our control. If our support for the Platform is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us.

WE MAY END YOUR RIGHTS TO USE THE PLATFORM IF YOU BREAK THESE TERMS

We may end your rights to use the Platform at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the Platform you must stop all activities authorised by these Terms, including your use of the Platform.

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

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

EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS

These Terms are governed by English law and you can bring legal proceedings in respect of the Platform in the English courts.