These terms and conditions (the Conditions) govern the agreement between you (the Influencer, you, your) and WinWin Tech Ltd (trading as KINSUME) (KINSUME, we, us), in connection with the provision of the Services to you by us.
Please read these Conditions before continuing to use the Services. By continuing to use our Services you agree to be bound by these Conditions
From time to time we may amend these Conditions without notice to you. You acknowledge that it is your responsibility to ensure you understand the current terms that apply. The most recent terms in force were updated on the date stated above.
1.1 Our website provides a platform to allow influencers (Influencers, you or your) to refer products and services offered by Brands registered with KINSUME to their social media following, and to earn commission from the sales of such products and services when a follower makes a purchase (Customer).
1.2 KINSUME will generate unique links to the Brand’s products or services on the KINSUME platform, that Influencers can use to advertise to their following on social media. When a follower becomes a Customer, the Influencer will earn commission in accordance with these Terms (Services).
1.3 The Influencer acknowledges and agrees that KINSUME acts on behalf of and as an agent for the Influencer in relation to the Services and the Commission Fees attracted by Customer sales of a Brand’s products and/or services.
1.4 KINSUME shall ensure that, at all times while this Agreement is in force, it holds all permits, licences, and authorisations necessary to supply the Services and to enable it to comply with its obligations under this Agreement.
2.1 The Influencer warrants that they:
(a) are 18 years old or older; and
(b) for the purposes of receiving Commission) have a bank account or permission to use such bank account;
2.2 The Influencer agrees to co-operate fully with KINSUME and provide any assistance required to supply the Services, in particular, the Influencer (where applicable) shall do the following at its own expense:
(a) Not to do anything, or omit to do everything, which could or would detrimentally affect the performance of the Services;
(b) Register an account with our payment processor Stripe in order to receive the Commission. Influencer must provide KINSUME with information to allow KINSUME to share such information with Stripe for the purposes of creating a Stripe Account. Such information may include: name, address, email address, phone number and identification (passport/driving licence);
(c) Comply at all times:
(i) with instructions by KINSUME and/or a Brand, in relation to the advertising of a Brand’s product or service;
(ii) with applicable advertising standards and guidance issued by any regulatory body (and the Influencer is specifically referred to the Influencer marketing guidance issued by the Advertising Standards Agency in the UK).
2.3 The Influencer shall, at its own cost, take any legal and other advice as it considers necessary to ensure its compliance with Condition 2.2.
2.4 The Influencer shall not do anything, nor permit anything to be done by its which is or potentially detrimental to KINSUME and/or a Brand's rights in or to KINSUME’s and/or a Brand's Intellectual Property Rights (IPR), its reputation, image, value or goodwill.
3.1 Once a follower becomes a Customer by making an order for a Brand’s product and/or service, KINSUME will communicate to the Brand that an order has been placed and is awaiting acceptance. When a Brand accepts an order and such an order is completed, the Influencer will be entitled to the Commission Fee, subject to Condition 3.7 below.
3.2 For the avoidance of doubt, the Commission Fee is payable by the Brand and not KINSUME. We will not be responsible for any late payment, delay or withholding of Commission Fees by a Brand.
3.3 The Brand will set the applicable Commission Fee, which will be a percentage between one (1) and one hundred (100), of the gross value of the product sold on the KINSUME platform (excluding any applicable booking fees and/or postage and packaging) to be payable to the Influencer for advertising the product for sale on their social media platforms to attract a sale on the KINSUME platform.
3.4 KINSUME will collect the gross revenue (i.e. before deduction of KINSUME’s own commission fee and the Influencer Commission Fee) on the Influencer’s behalf and will remit such applicable amount to the Influencer’s Stripe account. The Influencer (where applicable) should therefore apply its own VAT or other applicable tax treatment to the Commission Fee.
3.5 KINSUME will remit the payment of the Commission Fee to the Influencer on a monthly basis. Time for any remittance payments due to the Brand are not of the essence.
3.6 Where a Customer is entitled to a refund of a product or service, KINSUME will endeavour to assist the Brand with facilitating such refund. The Brand should notify KINSUME as soon as practicable when a refund occurs to allow this to happen.
3.7 Providing the Brand complies with its notice requirements under Condition 3.5, the Brand will not be liable to pay the Influencer Commission Fee and the Influencer will not be entitled to be paid the Commission Fee.
3.8 3.8 From time to time KINSUME may retain a portion of the payment due to the Brand in order to provide for refunds due or expected to be due to a Customer, or an Influencer or KINSUME.
IPR: means Intellectual Property Rights, defined as patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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.
4.1 All IPR in the Services and the KINSUME websites and platform are and will remain the absolute property of KINSUME or its licensors as appropriate.
4.2 Any IPR created by KINSUME in the course of the performance of these Conditions or otherwise in the provision of the Services shall remain the property of KINSUME.
4.3 KINSUME hereby grants to the Influencer a non-exclusive, non-transferable revocable and limited licence for the duration of the agreement between KINSUME and the Influencer, to use any KINSUME’s IPR for the sole purpose of accessing and using the Service. Nothing in the Conditions shall be deemed to have given the Influencer a licence or any other right to use any of KINSUME's IPR.
4.4 The Influencer shall indemnify and hold KINSUME harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to any breach of the Conditions 4.3.
4.5 The Influencer shall indemnify and hold KINSUME and/or a Brand harmless against any and all damages, liabilities, costs, expenses and/or losses arising out of or relating to a breach of any third party right’s, through it’s own social media accounts when advertising a Brand’s product and/or service and advertising such to its following.
6.1 The term of these Conditions (the “Term”) shall commence once the Influencer has accepted these Conditions and created an account at KINSUME.co.uk (the “Website”) and complied with any other terms and conditions or other policies as KINSUME may direct from time to time.
6.2 Without prejudice to either party's rights or remedies, the agreement between the parties under these Conditions shall continue in force until the earlier of (a) the Influencer de-activates their KINSUME Account; or (b) the KINSUME platform shuts down; or (c) one or more of the events as set out in Condition 6.3 to 6.5 occurs.
6.3 KINSUME may immediately suspend or terminate the Influencer’s KINSUME Account without any liability (including payment of any Commission Fee) if:
(b) the Influencer is the subject of a bankruptcy or winding up order, or similar events under the laws of any relevant jurisdiction occurs; or
(c) in KINSUME's sole discretion, an Influencer's eligibility or suitability to be listed on the KINSUME Website/Platform, or otherwise receive the Service, changes.
6.4 Upon termination howsoever caused, the Influencer shall:
(a) delete and cease accessing the KINSUME Website/Platform with immediate effect;
(b) not be entitled to a refund or compensation for any payments made before the moment of termination of the agreement, to the extent permissible by local law; and
(c) have no further rights granted under these Conditions, to use the others trade marks or other intellectual property in any way whatsoever.
7.1 The Influencer shall be liable to pay KINSUME (on written demand) and indemnify KINSUME against, all reasonable costs, expenses and losses sustained or incurred by KINSUME (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy resources elsewhere, legal costs on an indemnity basis) arising directly or indirectly from the Influencer’s fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the terms of these Conditions or any claim made by a Brand concerning your dealings with them.
8.1 Nothing in these Conditions excludes or limits the liability of KINSUME for death or personal injury caused by KINSUME's negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
8.2 Subject to Condition 8.1, KINSUME shall not be liable to the Influencer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Conditions, arising from the provision of the Service or otherwise.
8.3 Subject to Condition 9.1, KINSUME’s' total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Conditions, shall be limited in aggregate to a maximum of the amount paid or owed to the Influencer by KINSUME in Commission Fees for the previous twelve (12) months.
9.1 We reserves the right to suspend or to cancel the Services in whole or in part, without liability to Brand, if we are prevented from or delayed in the carrying on of our business and our obligations under the Conditions due to circumstances beyond our reasonable control, including acts of God, fire, flood, lightning, severe weather conditions, war, revolution, acts of terrorism, IT or internet outage, industrial disputes (whether of its own employees or others) or acts of local or central government (including the imposition of legal or regulatory restrictions). If any such event beyond the reasonable control of KINSUME continues for a continuous period of more than thirty (30) days, either party shall be entitled to give notice in writing to the other to terminate the agreement.
10.1 These Conditions, and any terms or policies referred to in it, constitute the entire agreement between the parties and supersedes and extinguishes all previous arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
10.2 Failure or delay by KINSUME to enforce, or partially enforce, any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement. Any waiver by KINSUME of any breach of, or any default under, any provision of the Agreement by the Influencer shall be in writing and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Agreement.
10.3 If any Condition is found by any court to be wholly or partly illegal, invalid, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining Conditions, and the remainder of such Condition, shall continue in full force and effect. In the event that such court decides that such Condition is not severable, the parties agree to substitute such Condition with a legal, valid, enforceable and reasonable Condition, which achieves, to the greatest extent possible, the same commercial effect as the original Condition.
10.4 No provisions of the Agreement are enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Agreement.
10.5 The formation, construction, performance, validity and all aspects of these Conditions, including any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law. The parties agree that the courts of England & Wales shall have the non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.
11.1 Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under it.
11.2 Reference to one gender includes all genders, reference to the singular includes the plural and, in each case, vice versa, and reference to a person includes companies, firms and corporations.
11.3 (except in relation to Condition 12.1) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall, be deemed to be followed by the words “without limitation”, shall be construed as illustrative, and shall not limit the sense of the words, description, definition, phrase or term preceding such terms.
11.4 Headings do not affect the interpretation of the Conditions.