Terms and Conditions
The following definitions and rules of interpretation apply in these Conditions.
Account: the Influencer’s account on the Website for performing the Tasks.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by VSL for the supply of the Tasks in accordance with clause 5 (Charges and payment).
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between VSL and the Influencer for the performance of the Tasks in accordance with these Conditions.
Influencer: the company or person whom VSL contracts with to perform the Tasks.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Posts: any data, materials, media or social media posts of any kind developed by the Influencer or its agents, contractors and employees as part of or in relation to the Tasks.
Specification: any description or specification of the Tasks set out on the Website to be performed by the Influencer.
Tasks: the services, including any Posts, to be provided by the Influencer under the Contract, as set out on the Website.
VSL: Vape Supplier Limited, incorporated and registered in England and Wales with company number 10873335 whose registered office is at 33 Bennetts Hill, Birmingham, West Midlands, England, B2 5SN.
VSL Materials: any materials, equipment and tools, drawings, specifications and data supplied by VSL to the Influencer.
(a) A reference to legislation or a legislative provision:
(i) Is a reference to it as amended, extended or re-enacted from time to time; and (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract:
2.1 By registering an Account, the Influencer agrees to be bound by these Conditions to the exclusion of any other terms that the Influencer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Performing the Tasks:
3.1 Any Task performed by the Influencer must be completed within the same calendar month that the Task is displayed on the Website.
3.2 In performing the Tasks, the Influencer shall:
(a) Co-operate with VSL in all matters relating to the Tasks, and comply with all instructions of VSL;
(b) perform the Tasks with the best care, skill and diligence;
(c) ensure that the Tasks and any Posts conform with all descriptions, standards and specifications set out in the Specification, and that the Posts shall be fit for any purpose that VSL expressly or impliedly makes known to the Influencer;
(d) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Tasks, including, but not limited to, using the terms “#sponsored”, “#paid” and “#ad” with each Post;
(e) ensure that Posts are true, accurate and authentic in nature and do not contain any false or misleading information;
(f) ensure that Posts are kept live and viewable by the public for a minimum of eight (8) weeks;
(g) ensure that Instagram profile from which the Post is published is set to “public” at all times; and
(h) ensure that the address it has advised to VSL for delivery of any VSL Materials is true and accurate.
3.3 In performing the Tasks, the Influencer shall not:
(a) publish screenshots of any content on the Website;
(b) share Tasks with anyone who does not already have an Account;
(c) post the same brand within the same twenty four (24) hour period unless specifically requested by VSL;
(d) edit any artwork, VSL Materials or any Intellectual Property Rights in the same;
(e) mention any other businesses or brands that compete with VSL in a Post;
(f) include any language in any Post that is racist, defamatory or obscene in nature; and
(g) do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to VSL, the VSL Materials, or the reputation or goodwill associated with VSL.
4. VSL remedies:
If the Influencer fails to perform the Tasks or commits a breach of these Conditions, VSL shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
(a) to terminate the Contract and the relevant Influencer’s Account with immediate effect by giving written notice to the Influencer;
(b) to refuse to accept and pay for any subsequent performance of the Tasks which the Influencer attempts to make; and
(c) to claim damages for any costs, loss or expenses incurred by VSL which are in any way attributable to the Influencer's failure to comply with these Conditions.
VSL's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
5. Charges and payment:
5.1 The Charges for the Tasks shall be set out on the Website.
5.2 The Influencer shall provide evidence to VSL (in a form acceptable to VSL) that it has performed the Tasks, provided always that such evidence must be received by VSL before the end of the month in which the Tasks were performed. Time shall be of the essence for the purposes of this clause 5.2.
5.3 VSL shall use its reasonable endeavours to review evidence provided under clause 5.2 within two (2) Business Days of receiving the same. If a Task has been performed and completed (to be determined by VSL in its sole, absolute discretion), VSL shall pay the Charges for such Tasks in arrears and within 14 days of the commencement of the month following the month in which the Tasks were performed.
5.4 VSL shall use its reasonable endeavours to notify the Influencer where a Task has not been performed in accordance with these Conditions. Such notification shall also include feedback on how the Task and/or Post should be rectified.
5.5 The Influencer shall maintain complete and accurate records of the Tasks it has performed and shall allow VSL to inspect such records at all reasonable times on request.
5.6 VSL may at any time, without notice to the Influencer, set off any liability of the Influencer to VSL against any liability of VSL to the Influencer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by VSL of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
6. Intellectual property rights:
6.1 All Intellectual Property Rights in or arising out of or in connection with the Tasks and VSL Materials shall be the exclusive property of VSL, save for the Posts (that shall continue to remain the property of the Influencer), provided always that the Influencer agrees to grant an irrevocable and royalty-free licence to VSL to use the Posts for its own business purposes.
7. Damages and Indemnity:
7.1 Without limiting or affecting any other right or remedy available to VSL, a breach of these Conditions by the Influencer will result in the Influencer being required to immediately repay to VSL, as liquidated damages, all amounts that VSL has paid to the Influencer under them. The Influencer and VSL each confirm that these liquidated damages are reasonable and proportionate.
7.2 The Influencer shall indemnify VSL 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 (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by VSL arising out of or in connection with:
(a) any claim brought against VSL for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Tasks (excluding VSL Materials);
(b) any claim made against VSL by a third party arising out of, or in connection with, the supply of the Tasks; and
(c) a breach of clause 3.3(g) of these Conditions.
7.3 This clause 7 shall survive termination of the Contract.
8. Termination: Without limiting or affecting any other right or remedy available to it, VSL may terminate the Contract and the Influencer’s Account where the Influencer has, in VSL’s sole and absolute discretion, committed a breach of these Conditions.
9.1 Assignment and other dealings.
(a) VSL 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 the Contract.
(b) The Influencer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of VSL.
(a) The Influencer undertakes that it shall not at any time, and for a period of two years after termination of the Contract, disclose to any person any confidential information relating to VSL, except where required by law.
9.3 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deemed deleted under this clause 9.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provisions.
9.6 Governing law:
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.