1 VixenUK Terms and Conditions
1.1 This is the VixenUK.co.uk Community website (the “Website”) which is owned by VixenUK (“we”, “us”, “our”). In these Terms and Conditions the term Website shall include, but is not limited to, all and any information and content displayed on the Website.
1.3 We may change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such changed Terms and Conditions.
1.4 In these Terms and Conditions the headings and contents table are inserted for convenience only and shall be ignored in the interpretation of these Terms and Conditions.
2 Use of the Website
2.1 You may use the Website to obtain information relating to freelancers and other third parties supplying creative services (each, a “Freelancer”) and their respective creative services (the “Creative Services”).
2.2 Where you perform a search on the Website you shall be required to provide certain information, which may include without limitation:
• the type of Creative Services required;
• the location in which the Creative Services are to be performed, if applicable;
• any relevant skills, qualifications or standards required of the Freelancer;
• where applicable, the level of experience required of the Freelancer in respect of the
Creative Services; and
• the date(s) the Creative Services are required.
2.3 The information displayed on the Website regarding our services and/or those of Freelancers and their respective Creative Services, including without limitation availability and prices, is an estimate only and shall not be binding on any party. In order to get an accurate quote in respect of Creative Services you will need to confirm the price, availability and relevant terms and conditions for service with the specific Freelancer. Please be aware that whilst we use reasonable endeavours to ensure the reliability of the information on the Website, the Freelancer’s rates, availability and terms as displayed on the Website may not be up to date as these are subject to change by the Freelancer at any time.
2.4 You agree:
• to not use the Website in any unlawful or unauthorised manner or in any manner that could
disenable, damage or be otherwise harmful to the Website or any part thereof; and
• not to use the Website to collect, copy, process and/or store any content or data made
available on the Website or through the Services except to the extent and for the purposes
permitted by law.
2.5 Except as expressly permitted by these Terms and Conditions, you shall at no time use the Website to copy, adopt, gather, extract, download, display, sell, reproduce or redistribute the Creative Information or any part thereof, whether on any other website or online service or otherwise, or use the Website in any similar way.
3.1 In order to access certain information from and other materials and features of the Website, including without limitation, information regarding a Freelancer’s availability, rates, terms and conditions or any other information, we shall be entitled to require that you register to the Website.
3.2 By registering to the Website, you warrant and represent that:
• all your personal and, where applicable, company details (“User Information”) are and shall
at all times be honest, accurate and complete; and
• you shall at all times maintain the accuracy of the User Information.
3.3 Where you register or subscribe to the Website, you will need to create a user name and password (“Access Information”). You agree to keep the Access Information secure and confidential at all times and shall not disclose such to any third party except with our prior written consent.
3.4 In the event you become aware or at any time suspect that the confidentiality of your Access Information (in whole or in part) has been compromised, you shall promptly notify us at firstname.lastname@example.org
3.5 You warrant and represent that where you register to the Website and/or subscribe to services we provide through the Website, which may include, without limitation access to any features, content and/or information made available on the Website (the “Subscription Services”):
• and you are acting as an individual, you are who you say you are; or
• and you are acting on behalf of a company, organisation, partnership or other body, that
you are duly authorised to act in such manner on behalf of such body.
4 Freelancer Services Contract
4.1 Please be aware that we do not provide Creative Services. We operate a Website service which enables you to search for third party Freelancers and the Creative Services provided by such Freelancers. These Terms and Conditions relate only to your use of this Website.
4.2 Where you make a booking with a Freelancer through the Website, we will request that the Freelancer confirm directly whether your booking is accepted and where applicable, let you have details of its terms and conditions of acceptance, including any special terms, conditions, restrictions and exclusions which may be applicable.
4.3 In the event that you enter into a contract with a Freelancer for the supply of Creative Services (a “Freelancer Services Contract”), you shall be contracting with the relevant Freelancer directly and we shall not be a party to any such Freelancer Services Contract. The terms of such Freelancer Services Contract shall be as agreed between you and the relevant Freelancer. Please be aware that the Freelancer’s terms and conditions may be liable to change from time to time and it shall be your responsibility to check what the Freelancer’s terms are and make sure you understand them as, unless otherwise agreed between you and the Freelancer, they shall govern the Freelancer Services Contract.
4.4 We shall not have any responsibility or liability in relation to any such Freelancer Services Contract and it shall be for you to determine if you want to enter into a Freelancer Services Contract with a particular Freelancer. You understand that we shall not handle or receive any monies from you or the Freelancer in respect of any such Freelancer Services Contract and you agree that we shall not be liable for any costs, losses, damages and/or expenses incurred by you under such Freelancer Services Contract.
5 User Content
5.1 Where you add any content to the Website, which includes without limitation any words, pictures, blogs, comments, case studies which you post on, by or via the Website (“User Content”), you agree that you shall be solely responsible and liable for all User Content you post on, to or via the Website.
5.2 You agree not to post any User Content on the Website which:
• is or could reasonably be considered to be offensive, harmful, unpleasant, inappropriate,
threatening, fraudulent, defamatory, abusive, discriminatory, false, libellous, unreliable,
misleading, harassing, intimidating, infringing, obscene, unlawful or otherwise objectionable
(each being an “Objectionable Nature”);
• infringes any third party’s rights including, without limitation, the intellectual property rights of
any third party (including without limitation, patents, designs, copyright, trade marks and
trade names, database rights, rights in and to confidential information and know-how
(whether such rights are registered or unregistered);
• contains any personal or private information regarding any third party, including but not
limited to addresses, phone numbers, email addresses, financial information or passwords;
• contains any links to third party websites which are or could reasonably be considered to be
or to contain content of an Objectionable Nature; and/or •
you do not have the necessary permission, licence or authority to post.
5.3 You understand and agree that:
• we may monitor the content on the Website from time to time, but shall not be obliged to do
• we reserve the right to remove any content posted on the Website which we consider to be
of an Objectionable Nature or unsuitable for any reason, including without limitation where
we, at our sole discretion, deem the User Content to be of an insufficient standard, scope or
• by using the Website and where applicable the Subscription Services (in whole or in part),
you may be exposed to material that you may find to be of an Objectionable Nature and in
this respect you use the Website and where applicable the Subscription Services at your
• in the event that you become aware of any content on the Website (whether generated by
us or any third party) which is or could be considered to be of an Objectionable Nature you
shall promptly notify us in writing of such.
5.4 You agree to indemnify us and keep us indemnified at all times against all and any losses, costs, expenses and damages incurred by us in respect of any claim that the User Content posted by you or on your behalf on the Website is in breach of condition 5.2 above or any part thereof.
6 Changes to the Website
6.1 We reserve the right to change or remove (temporarily or permanently) the Website and/or Subscription Services or any part of it without notice and you confirm that we shall not be liable to you for any such change or removal.
7 Links to Third Party Websites
7.1 The Website includes links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites or of the products/services offered on such websites. We do not accept any responsibility in respect of such websites or their accuracy, reliability, availability or content, including without limitation in respect of any link contained in a linked website.
7.2 Third party websites are governed by separate terms and conditions and privacy policies. We advise that you read all such information carefully before using any such third party website.
7.3 You shall not be entitled to link the Website to any third party website without obtaining our prior written consent.
8 Copyright & Intellectual Property
8.1 We do not claim any ownership in any User Content posted by you but you hereby grant us a worldwide, sub-licensable, perpetual, transferable, royalty-free licence to use such User Content in any way whatsoever, including without limitation, on the Website.
8.2 Subject to condition 8.1 above, all information, copyright, database rights, trade marks, design rights and all other intellectual property rights in the Website and/or its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website and the content displayed on the Website) are owned by us or our licensors as applicable.
8.3 You agree that you will use the Website solely for your genuine business use but not at any time in commercial competition with us. Except as expressly permitted by these Terms and Conditions, you may not download, copy, reproduce, transmit, store, sell or distribute any of the Website’s content including without limitation any material or samples of a Freelancer’s work, without our prior written consent.
8.4 Copying or storing the contents of the Website for reasons other than in accordance with condition 8.3 above is expressly prohibited.
8.5 No permission is given by us for use by any person of any intellectual property in the Website (including without limitation in relation to any Website content), which may constitute an infringement of our intellectual property rights or the rights of any third party.
8.6 You shall not be entitled to use any software or application in conjunction with the Website except where we have given our prior written consent and/or where such is available for download from the Website but you acknowledge and agree that any such use may be subject to you agreeing to additional terms and conditions.
8.7 In the event that you access, download or otherwise use any software or application from any third party website, whether it relates to us or not, you agree that we shall have no liability in respect of such software or application including without limitation in respect of its performance or use.
9 Fees and Payment (not applicable until April 2013)
9.1 You acknowledge that we may charge you for the Subscription Services including without limitation access to certain features, content and/or information made available on the Website.
9.2 We reserve the right to vary any applicable fees from time to time at our discretion and the price listed on the Website for any Subscription Services shall not be binding on us.
9.3 The placing of Subscription Services on the Website is an invitation to accept offers for such Subscription Services and is not an offer to provide the Subscription Services at the listed price. We are under no obligation to accept your order for the Subscription Services (whether or not your order has been confirmed and payment taken).
9.4 Where you request Subscription Services, you will be asked to enter your details and make payment. We will acknowledge you request for Subscription Services at the time you submit your request. Following receipt of payment of the relevant Fees we will contact you by email notifying you of whether we have accepted your order for Subscription Services. At the same time if we have accepted your request we will notify you of relevant dates, including without limitation the duration of the Initial Term (as defined in condition 11.1 below).
9.5 If the Subscription Services become unavailable for any reason before you have been gained access to use the Subscription Services we will notify you and where applicable, inform you of alternative services. Unless you confirm that you want the alternative services, we will issue a refund in respect of any payment already taken by us for the unavailable Subscription Services.
9.6 Unless otherwise agreed in writing by us you agree to pay the fees for the Subscription Services (the “Subscription Fees”) and any other fees that we have notified you of and you have agreed in relation to the Subscription Services. Such fees shall be calculated in accordance with the rates in force at the relevant time, as detailed on the Website. Where the contract between you and us for Subscription Services extends beyond the Initial Term (as defined in condition 11.1), you shall be liable for and agree to pay all Subscription Fees payable to us in respect of the Subscription Services provided by us following expiry of the Initial Term.
9.7 In the event a Subscription Service is listed at an incorrect price due to a typographical error, we will notify you of the correct price by email and will give you the choice of either subscribing to such Subscription Services at the correct price or cancelling the order. If you confirm you want the Subscription Services at the corrected price we will supply the Subscription Services. If payment has been charged and you cancel your order for Subscription Services, we will issue a refund and terminate your access to the Subscription Services.
9.8 The Subscription Fee shall be payable in advance in accordance with the methods detailed on the Website from time to time.
9.9 Except where otherwise stated in these Terms and Conditions all fees are non refundable. If we terminate your subscription to the Subscription Services because you have breached these Terms and Conditions and/or any other applicable term of the contract between you and us (the “Contract”), you shall not be entitled to a refund of any unused portion of the Subscription Fees.
9.10 In accordance with condition 11.1 below, your subscription to the Subscription Services will be renewed automatically on a monthly basis upon notification by email to you.
9.11 Where applicable, we agree to use reasonable endeavours to keep the details of your registration, subscription and/or payment confidential but we shall not be responsible for any unauthorised access by a third party of your data, except where caused by our negligence.
10 Disclaimers and Liability
10.1 Although we have taken reasonable care to ensure that information and materials on the Website are accurate and up to date, we cannot and do not give any warranty or guarantee as to the accuracy or completeness of such information, materials or prices contained on the Website including without limitation in relation to any information, materials, portfolios, references, qualifications, experience or other information posted on the Website relating to a Freelancer and/or their Creative Services (“Freelancer Information”). Subject to clause 10.4 below, any access, downloading or other use of material, software applications or information obtained through the Website by you is at your own discretion and risk.
10.2 The contents of the Website do not constitute advice and you use the Website and/or Services at your own risk. You should check thoroughly any and all Freelancer Information and any other information supplied by the Freelancer, whether detailed on the Website or not before relying upon the information, incurring any costs and/or entering into any agreement with a third party. We are not responsible for any loss or damage arising from the use of such material and information including, without limitation, for any inaccuracy, misleading statement or representation made by a Freelancer and/or included in the Freelancer Information, or any other third party information provided for publication on this Website.
10.3 The Website is provided on an ‘as is’ basis and we do not make any representations or warranties as to the accuracy, completeness or suitability of the Website and/or (subject to condition 10.4 below) the Subscription Services including without limitation in respect of any Freelancer Information and/or any User Content displayed on the Website. Except as expressly set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded.
10.4 We shall provide the Subscription Services using reasonable skill and care.
10.5 Subject to condition 10.7 below and to the fullest extent permitted by law: (i) we shall not be liable for any loss of profit; loss of business; loss of contract; loss of use; loss of or corruption to data or information; loss or depletion of goodwill or similar losses; or any special, indirect or consequential loss, costs or damage arising out of or in connection with these terms and conditions and/or the Website, including without limitation any use of the Website; and (ii) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to:-
• where the breach relates directly to the Subscription Services, to the value of the
Subscription Fee for the period of subscription then applicable; or
• in respect of all breaches not falling within the scope of clause 10.5(a) above, £1.
10.6 We give no warranty regarding the functionality of the Website including without limitation that the Website and/or Subscription Services will be available on an uninterrupted or error free basis; that defects will be corrected; or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive and no liability can be accepted in respect of losses or damages arising out of such. We recommend that you take all appropriate safeguards before downloading information or images from the Website.
10.7 Nothing in these Terms and Conditions shall be construed so as to exclude or limit our liability for death or personal injury caused as a result of negligence or for fraud or fraudulent misrepresentation.
10.8 You agree to indemnify and keep us indemnified from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against us in connection with any breach by you of these Terms and Conditions any and/or other liabilities otherwise arising out of your use of this Website.
11 Term and Termination
11.1 Subject to earlier termination in accordance with these Terms and Conditions, you shall be entitled to use the Subscription Services for the time agreed by us by email (the “Initial Term”) and thereafter the Contract for Subscription Services shall continue on a monthly rolling basis until a party gives the other a minimum of 1 month prior written notice. Upon expiry of the Initial Term we shall notify you by email that the Subscription Services are continuing.
11.2 Where you have paid the Subscription Fee, you shall be entitled to use the Subscription Services in accordance with these Terms and Conditions and any other applicable terms and conditions applicable to the Subscription Services until the term of your subscription (as detailed on the Website) expires or your subscription is terminated, howsoever caused.
11.3 Except where you have already accessed any content on the Website which can only be accessed by subscription to the Subscription Services, you shall be entitled to cancel your subscription to the Subscription Services within 7 working days of the commencement of the Subscription Services by notifying us in writing at email@example.com.
11.4 Where you cancel your Contract in accordance with condition 11.3 we will refund your Subscription Fees within 28 days.
11.5 We may terminate your access to the Subscription Services at any time in the event you breach these Terms and Conditions and the breach is not capable of remedy or, where your breach is capable of being remedied, is not remedied within 48 hours of us notifying you of the breach.
11.6 We may suspend, restrict or terminate your access to the Website and/or any Services (including without limitation the Subscription Services) at any time on a temporary or permanent basis without cause, provided that where we terminate the Subscription Services without cause we shall refund to you on a pro-rata basis, any Subscription Fees paid in advance for which you have not received the Subscription Services.
12.1 If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
12.3 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Terms and Conditions.
12.4 You may not assign or transfer your rights and obligations under the Contract without our prior written consent.
12.5 These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the English courts.
13.1 If you have any queries or concerns about the Website and/or Subscription Services, please contact us at firstname.lastname@example.org.