These Terms govern your relationship and represent an agreement between you and Brifit Digital Limited ("we, our, us, Brifit"), RC Number 1609035; a registered company under the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2020 ("CAMA"), whose registered office is at 5 Ayinde Akinmade Street, Lekki Peninsular Scheme 1, Lagos State, Nigeria, when you use and access our website at https://www.Brifit.co and all affiliated websites owned and operated by us (collectively, the "Website") and our products, services and applications (together with the Website, the "Services"). "You" and "your" mean the person who uses or accesses the Services. "We" "us" and "our" mean Brifit and its successors, affiliates, and assignees. As used in these Terms, "Brifit Account" means the account you have with us for the Services. Your use of and access to the Services are subject at all times to these Terms and our ancillary terms. Please appraise yourself carefully with the relevant sections of these Terms before you begin to use and access of Services By using our website, you (including, where applicable, the organisation or corporation you represent) will be deemed to have understood and accepted these Terms, which form a binding agreement between you and us.
These terms include, among other things, your authorization to make payment from your account with us (as defined below) and a binding arbitration provision containing a class action waiver.
Changes to These Terms.
We reserve the right to revise these Terms and may do so (including by way of Additional Terms or policies) at any time by written notice to you (including via email). If you continue to use the Platform following receipt of such notice, you will be deemed to have accepted our revision of these Terms.
In these Terms, unless the context clearly indicates otherwise, the following terms have the following meanings:
“Account Manager” means a designated person assigned to Manage all Briefs posted by Client, who oversees pairing with Talent and acts as intermediary between Client and Talent.
“Additional Terms” means any additional requirements that a Client includes in a Project Brief, clearly expressed under the single heading of “Additional Terms” which are intended to bind a Talent to a series of supplementary and overarching obligations.
“Project Brief” means a creative Project Brief setting out a Client's Production requirements posted on or via the Platform.
“Broadcast Media” means all broadcast media including television advertising, sponsorship indents, cinema, news programmes and new media (including any other broadcast media not now known or to be created in the future).
“Budget” means the total budget for a Production and includes the Brifit Fee and the Talent Payment.
“Client” means a party registered through the Platform that wishes to commission a Talent to complete a Production using the Platform.
“Client Assets” means images, audio/audio-visual content, scripts, screenplay, advertising or campaign materials, publications, music, documents, software, information, literary material, any logo, trademark or indicia, and/or other materials provided by the Client, (including materials ordinarily subject to copyright, patent and is classified by the Client as a trade secret or form of know how and any information that the Client regards as confidential information) ,for inclusion in Responses and/or use in the fulfilment of Project Briefs.
“Communication” has the meaning given to it at clause 17.7 of these Terms.
“Content Standards” means the content standards set out at clauses 19.9 and 19.10 of these Terms.
“Contract” means the contract formed between a Client, a Talent and us in accordance with the terms and conditions set out in these Terms.
“Digital Media” means all forms of digital files delivered on or via the global computer network known as the Internet or any other digital delivery system (including but not limited to mobile device telecommunications networks), whether streamed or downloaded, including without limitation websites, email, banner ads, online content and Client's own and third party Internet and/or social media websites and digital websites and communication channels, including streaming services and any other digital media not now known or to be created in the future, but excludes Broadcast Media and Print Media as defined in these Terms.
“Force Majeure Event” means any strike, lockout or other industrial action, act of God (including severe weather events), act of terrorism, war, act of government or political or civil disturbance which is beyond the reasonable control of the affected party.
“Brifit Content” has the meaning given to it at clause 18 of these Terms.
“Brifit Fee” means the amount payable by the Client to us as specified via the Platform and/or our invoice (being the total Budget minus the Talent Payment).
“Licence” has the meaning given to it in clause 10.1 of these Terms.
“Overages” means any additional costs and fees incurred by a Talent on top of the original Budget, for work performed with the Client's prior written approval. Overages that are an increase in the original scope of the production, (e.g. additional deliverables, additional edits), will attract Brifit fees at the same rate and service level as the original Project Brief and Budget. Overages which are not an increase in original scope of the production (e.g. incidentals, usage extensions) will attract Brifit fees at 10% for processing and payment.
“Platform” means our platform located at Brifit.com, including our mobile application and similar.
“Print Media” means all printed PR, press, magazines, newspapers, textbooks, packaging, direct mail, trade shows and kiosks.
“Privacy & Cookies Policy” means our privacy and cookies policy located at Brifit.co/privacy.
“Product” means, any final output product to be produced in accordance with a Project Brief.
“Production Contracts” has the meaning given to it in clause 6.7.
“Response” means a Talent's creative response submitted via the Platform to a Project Brief.
“Response Deadline” means the deadline for the receipt of Responses specified in the relevant Project Brief.
“Talent” means, but not limited to, filmmakers, photographers, directors, editors, designers, animators, production companies or producers registered through the Platform who wish to submit Responses and produce Productions.
“Talent Payment” means the amount specified in a Project Brief payable to a Talent (being the total Budget minus the Brifit Fee).
“Taxes” means any value-added tax, sales tax, goods and services tax, withholding tax, or other tax, levy, duty, impost, charge or fee imposed on any transaction entered into through or in connection with the Platform that by applicable law in the Federal Republic of Nigeria must be added to any amounts charged for any participation, use or purchase related to the foregoing and must be collected by you, us or the relevant Talent.
Registration and Enrollment
- You may use elements of the Platform by simply visiting our website, but access to most of the Platform is available only to registered users (“User”).
- In order to register to use the Services you must in the case of being an individual:
- (a) accept and agree to our Terms; (b) register with us on the Website; (c) be at least 18 years of age; (d) have a Bank Account with a financial institution; and (e) provide all information requested by us, such as your name, email address, mobile device number, online credentials for your Bank Account, and such other information as we may request from time to time . By registering on the with us, you represent and warrant that this all User information your provide us from time to time is truthful, accurate, current, and complete, and agree not to misrepresent your identity or your User information. For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. Without prejudice to the foregoing, when you register with us and if reasonably requested by us in relation to use of a particular aspect of the website or application, you agree to promptly provide us or confirm information and documentation that will allow us to identify you, such as
- an original copy of a government issued Identity Card verifying your identity including but not limited to your age, photo and address.
- a copy of a utility bill, bank statement, affidavit, or other bill, dated within three months of our request, with your name and Nigerian street address on it; and
- such other information and documentation that we may require from time to time.
- In order to register to use the Services you must in the case of being a body corporate or registered entity (company of business name):
- (a) accept and agree to our Terms; (b) register with us on the Website; and (c) provide all information requested by us, such as your company or business name, email address, contact number, and such other information as we may request from time to time . By registering with us, you represent and warrant that this all User information your provide us from time to time is truthful, accurate, current, and complete, and agree not to misrepresent your identity or your User information. For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Bank Account information. Without prejudice to the foregoing, when you register with us and if reasonably requested by us in relation to use of a particular aspect of the website or application, you agree to promptly provide us or confirm information and documentation that will allow us to identify you, such as
- an original copy of a government issued business or registration certificate verifying your corporate personality and address; and
- such other information and documentation that we may require from time to time.
- The decision to accept a registration is in our discretion and we may revoke a registration at any time.
- You are responsible for maintaining the confidentiality of your password and account information, and you are solely responsible for all activities that occur under your password or account and for any access to or use of the Platform by you or any person or entity using your password, whether or not such access or use has been authorized by you.
- You must immediately notify us of any unauthorized use of your password or account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password contrary to these Terms.
- You are responsible for ensuring that the information we hold about you is up to date. Please amend your details via the Platform as appropriate from time to time or contact us if you require assistance.
Posting Project Briefs and Exclusivity
- By creating and posting a Project Brief, a Client warrants that:
- it intends in good faith to accept a paired/assigned talent;
- the Project Brief describes its requirements as accurately as possible and in sufficient detail for the Talent to determine whether the Budget will be adequate remuneration;
- it has the mandate and finances to pay the Budget and any Taxes; and
- where it posts materials as part of a Project Brief that would ordinarily be classified as a Client's trade secrets/know how, product specifications or anything else a Client would seek to classify as its confidential information, the Client has reviewed all such materials and is satisfied that posting the materials to a Project Brief may make them publicly available to Talents.
- If a Client posts a Project Brief using the Platform the Client agrees that up to and including the Response Deadline that:
- the Project Brief shall be exclusive to the Platform and the Client will only seek to engage the talent regarding the Project Brief via the Platform.
- without limiting the sub-paragraph 2.2.1 above, the Project Brief shall not appear on or be communicated via any other websites, platforms or third party services save on a solely promotional basis;
Responding to Project Briefs
- Some Project Briefs may be limited in their availability to certain Talents only (location based, quality and standard, cultural, or due to confidentiality).
- It will be the responsibility of a Brifit Account Manager (“Account Manager”) to review all Briefs, source and allocate the right Talent from within the pool of Talent available to the Platform.
- The Manager will post a Response to all Briefs prior to the Response Deadline – which shall be within 72 hours of the Client posting.
Selection of Project Briefs and Contracting
- Except as set out in the Project Brief, all communication on the Platform as regards any specific Project Brief shall be between the Client and the Account Manager. The Client will be notified by the Account Manager ahead of the Response Deadline about the assignment or selection of a Talent.
- We shall assume liability for a Talent in respect of a failure (except exempted by Force Majeure events) to deliver and or complete a project.
- By notifying a Client about pairing and assignment to a Talent, a Client accepts that a binding contract has been created between the Us and the Client on the terms and conditions set out herein.
- Clients must keep all correspondences confidential and shall not use or disclose any communication to any third party, other than to parties associated with the Project Brief and the Client's professional advisors and related entities, servants, agents and personnel and professional representatives (on a need-to-know and confidential basis only).
- Further to Clause 4.3, upon the notification by a Client that it has accepted a pairing with Talent in accordance with these Terms, the Client, Talent and us (where applicable) will automatically enter into a binding tripartite contract on the terms of the Project Brief and the terms herein (Contract).
- To the extent of any inconsistency, any provisions of the Project Brief identified as Additional Terms (provided such terms are located under the designated heading of “Additional Terms”) will override the terms of the Contract. Otherwise, the terms of the Contract will override the Project Brief.
- Subject to confirmation by us that we have received the Budgeted Amount in accordance with clause 7, the Talent must produce and deliver the Service in accordance with the Project Brief (including, the Budget, specification and schedule).
- Without limiting paragraph 6.1 above, the Talent agrees to deliver each Product and render the Service with reasonable skill and care and in accordance with:
- good industry practice;
- all applicable laws;
- the relevant Project Brief;
- the Talent’s Response including any legitimate examples of the Talent’s work provided; and;
- the Client’s reasonable instructions and specifications.
- Unless otherwise agreed with the Client, the Talent must provide all facilities, assets, personnel and other resources necessary to deliver on the Project Brief or product.
- The Talent agrees to provide up to regular samples, progress report or demo as requested by the Client in respect of each Product, unless otherwise agreed in writing or stated in the Project Brief.
- The Talent must enter into all relevant Production Contracts in relation to the Production.
- Without limiting paragraph 6.6 above, the Talent irrevocably undertakes that all personnel involved in, and all contributors to (including talent and music), any Production will sign release forms and other written agreements (together Production Contracts) if required which will:
- enable the Client, its successors, assignees and licensees to exploit the Product (or any part of it) in all media, globally, commercially and in perpetuity, for an unlimited number of uses (including marketing, transmissions and/or exhibitions) without any requirement to pay any further costs (other than those contemplated in the Project Brief);
- contain express waivers of and/or consents to not enforce so called moral or similar rights in connection with the Production; and
- be free of any third party limitations or residual fees unless otherwise agreed in writing.
- We provide digital release form templates to assist in the process of concluding Production Contracts. However, Talent and Client acknowledge that either of our digital release forms or a release form provided by the Client must be used. As between us, the Client and Talent, Client is solely responsible for:
- ensuring that the Talent has obtained all necessary Production Contracts and/or release forms;
- ascertaining that the rights obtained pursuant to these documents are sufficient for Client's proposed exploitation of the Production; and
- requesting any necessary copies and/or other evidence from the Talent for these purposes. Without limiting the foregoing, Client may request in a Project Brief that Talent use Client's preferred form of Production Contracts. If Client makes such a request, Talent must use Client's preferred form of Production Contracts. The Talent must not use its own Production Contracts without the express consent of the Client.
- Talent must provide copies of the Production Contracts to us and/or the relevant Client upon request, including completing any workflow (e.g. digital release forms) that is required of the Talent via the Platform.
- Talent warrants that neither it or any contributor to any Production are subject to the requirements or obligations of any union, guild or similar association (Union) or, if Talent or any such party is subject to any Union, Talent warrants and agrees to fully comply with such Union's rules and policies and Talent indemnifies and hold us and the Client harmless for any Union related claims whatsoever and howsoever caused.
- Talent agrees:
- if reasonably requested by us or the Client, to participate in press photography/filming, media interviews and/or other promotional/publicity activity in respect of the Platform, and/or any Production produced by Talent; and
- that we and/or the Client shall have the right to use Talent or Talent's key personnel's name, likeness and biography to promote the Platform and/or any Production produced by the Talent.
- Talent undertakes to notify a Client where it proposes to work with a celebrity or well-known talent or social influencers in relation to any Production and further undertakes to not depict or refer to any person in any Production without having first obtained written consent for the depiction or reference and to the manner in which it is made.
- The Talent understands and acknowledges that where a production involves domestic or international travel, that this must be factored into the Budget (for both crew and equipment) and that the Talent is responsible for obtaining any required visas and local filming permits.
Fees and Payment
- Client must pay the Budget, any Overages and any other amounts payable by Client directly to us in accordance with the Contract.
- Client must pay to us:
- the Budget amount by the due date as specified via the Platform. Brifit reserves the right to determine (on a case by case basis) whether new Clients are required to pay a percentage of or the full Budget prior to the publication of any Project Brief;
- any Overages and the applicable Brifit Fee, on agreement of such Overages; and
- any costs and expenses set out in the Project Brief (including, without limitation, costs of hard drive and courier in relation to Rushes where specified in the Project Brief), by the payment method and currency stipulated via the Platform or applicable invoice (which may be updated from time to time).
- Client and Talent acknowledge that we will retain the Brifit Fee and Client will release (via the Platform) the applicable Talent Payment (which comprises the Budget less the Brifit Fee) to the relevant Talent:
- on final delivery of the Product or
- if the Client is eligible, via milestone payments, in accordance with the Project Brief and the prescribed payment schedule using the Platform.
- In relation to payments referred to in sub-paragraph 7.3.2 above, the Client and Talent acknowledge that the Client will be responsible for the release of payments, including milestone payments, based on the Talent's achievement of the agreed milestones and signifying final delivery by marking the Project Brief as complete on the Platform (or delivery being deemed to have occurred - see paragraph 7.5 below). Any costs incurred by the Talent prior to release of payments are solely at the Talent's own risk.
- Client warrants that it will acknowledge final delivery of the Product (acting reasonably and in good faith) by marking the relevant Project Brief as complete via the Platform. In the absence of such acknowledgement, Client agrees that final delivery shall have been deemed to occur if Client does not reject delivery within 5 days of receipt of the final Product or on any use by Client of the Product. Client acknowledges that it will only be entitled to reject the Product in the event of breach of the Contract by the Talent or if the Client acting reasonably is of the opinion that the Product does not substantially accord with the Project Brief and subsequent directions given in respect of the Product in accordance with the Contract.
- Client is solely responsible for conducting appropriate due diligence and ensuring the suitability of the Talent prior to their engagement, and a lack of experience or skill on behalf of the relevant Talent will not (by itself) entitle Client to reject delivery.
- If Client rejects a Product in accordance with paragraph 7.6 above, Client is not required to pay the Talent any amounts that were contingent on delivery. Client will be entitled to a repayment from us of the amount of the Talent Payment not yet released to the Talent. We acknowledge that we must refund that part of the Talent Payment to Client within 30 days after receiving written notice from Client that Client has rejected a Product in accordance with paragraph 7.5 above.
- If Client fails to make any payment due under the Contract by the due date for payment, a reminder will be sent to Client, failing which, then, without limiting our remedies, Client agrees to pay interest on the overdue amount at the prevailing interest rate approved by the Central Bank of Nigeria, which will accrue on a monthly basis from the due date until actual payment of the overdue amount, whether before or after judgment. Client agrees to pay the interest together with the overdue amount.
- Client agrees to make all payments under the Contract without withholding or deduction of, or in respect of, any Taxes unless required by law. If any such withholding or deduction is required by law, Client agrees to, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required. In addition, where required to be paid by law, the Client must provide to us a copy of the certificate of withholding (or analogous document).
- Client and Talent acknowledge that:
- The payments under the Contract payable to Brifit are exclusive of Taxes which, if applicable, shall be payable by Client;
- the Talent Payment shall be paid to Talent in the currency stated on the Project Brief (or as otherwise advised by us) by such method as stated on the Platform (which may be updated from time to time);
- we have no responsibility to Talent whatsoever in relation to the impact of exchange rate variations or payment gateway fees and charges, on the amounts that Talent actually receives;
- Notwithstanding clause 7.10.1, in the event a Client determines that it is required to withhold any Taxes from any sums payable to us, the Client is obligated to notify us in advance, setting out the legal basis for the withholding of these sums.
- Client further acknowledges that, once the Talent Payment (or any portion of it) is released to the Talent, the Talent Payment is non-refundable other than as expressly set out in the Contract and we shall have no liability to Client in respect of the same. Client is solely responsible for undertaking due diligence in respect of the relevant Talent and/or Product to ensure its compliance with the Contract prior to triggering progress payments and/or acknowledging final delivery.
- Talent warrants that it is entitled to be the sole recipient of the Talent Payment or any other payment in respect of a Product, and neither us nor any Client shall have additional liability to Talent or any other person in respect of any Production following payment in full of the Talent Payment.
Cancelling Project Briefs
- If the Talent is in material breach of its obligations pursuant to the Contract and, if capable of remedy, such breach has not been remedied within 72 hours of written notice requiring such remedy, Client may cancel a Project Brief after commissioning a Talent at any time on provision of written notice to the Talent and us.
Fees payable by Client for Cancelling Project Briefs
- If Client cancels a Project Brief 72 hours or more before the Response Deadline, Client will not incur cancellation fees.
- If Client cancels a Project Brief 72 hours or less before the Response Deadline or after the Response Deadline, but before Talent pairing, Client will be liable for 50% of the Brifit Fee. We may, in our absolute discretion, agree to waive some or all of the Brifit Fee if we deem the response was not satisfactory to Client's Project Brief.
- If Client cancels a Project Brief 5 days or more prior to the first scheduled production day for the Product, Client will be liable for 100% of the Brifit Fee, and:
- Client must pay 100% of the Talent’s actual expenses incurred prior to cancellation and 0% of the Talent Payment.
- If Client cancels a Project Brief 5 days or less prior to the first scheduled production day for the Product, Client will be liable for 100% of the Brifit Fee, and:
- Client must pay 100% of the Talent’s actual expenses incurred prior to cancellation and 0% of the Talent Payment.
- If Client cancels a Project Brief after the first scheduled production day for the Product, Client will be liable for 100% of the Brifit’s Fee, and:
- Client must pay 100% of the Talent’s actual expenses incurred prior to cancellation and 50% of the Talent Payment.
- Talent's actual expenses referred to in the above clauses, must be evidenced by receipts provided by the Talent.
- If the amount of the Talent Payment released to the Talent as at the date of cancellation is more than the amount referred to in any of the scenarios outlined at clauses 9.3 to 9.5 above, the Talent will refund to Client within 7 days of cancellation an amount equal to the Talent Payment released less the relevant amount referred to at clauses 9.3 to 9.5 above and, if the amount of the Talent Payment released to the Talent as at the date of cancellation is less than the amount referred to at clauses 9.3 to 9.5 above (as the case may be for each scenario), Client must pay to the Talent within 7 days of cancellation such amounts as is necessary to give effect to this paragraph 9.
Use of Client Assets
- If Client uploads Client Assets to the Platform, or otherwise provides Client Assets to us or any Talent, Client grants:
- us, a non-exclusive, revocable, royalty-free, worldwide licence to host and store the Client Assets and to make them available to Talents strictly for the purposes of the operation of the Platform and performance of the Contract; and
- each Talent the right to use, edit and modify the Client Assets as reasonably required (or directed by the Client) to produce and perform the Contract, (the Licence).
- Talent agrees to use the Client Assets in accordance with the Licence solely for the purposes of creating a Project Brief and/or completing the Product.
- Upon final delivery of the Product, cancellation of any Project Brief or rejection of Talent(s) by Client, Talent agrees to make no further use of the Client Assets and delete all copies of such Client Assets in Talent's possession.
- Other than in relation to the grant of the Licence, nothing in the Contract will be taken to constitute a transfer, assignment or grant of any ownership or other rights in any intellectual property rights in the Client Assets to us or Talent.
- Client warrants that:
- Client has all necessary rights, licences, permissions and consents to grant the Licence;
- the Client Assets and the Licence, and our and/or any Talent's exercise of the Licence, shall not infringe the rights, including (without limitation) the intellectual property rights, of any third party; and
- the Client Assets shall not include anything which is or may reasonably be regarded as offensive, blasphemous, obscene, defamatory or otherwise unlawful.
In respect of the relevant Production, in consideration of the payment of the Talent Payment in full, Talent:
- subject to the combined provisions of paragraphs 11.5, 11.6, 11.7 and 11.8 below and this clause 11 generally, with full title guarantee and by way of an exclusive assignment of present and future copyright assigns to the Client all rights including without limitation the entire worldwide copyright and all other rights of whatever nature (whether vested or contingent) in and to the Product for exploitation at the Client's sole discretion, whether now or hereafter known throughout the world for the full period of copyright therein and all renewals and extensions thereof and thereafter (in so far as is permissible by law) in perpetuity;
- irrevocably and unconditionally waives and/or provides all relevant consents to not enforce or shall procure the irrevocable and unconditional waiver of and/or consent to not enforce all so-called moral rights in the Product that Talent or any individual engaged by Talent may have now and in the future in any part of the world; and
- warrants and undertakes that:
- Talent has the sole right and authority to assign the rights to the Client expressed to be assigned above;
- the Product is wholly original to Talent and does not infringe the copyright or any other rights of any third party;
- subject to this clause 11, no consents or permissions are required from Talent or any third party in respect of the applicable Client's use of any of the Product;
- the Client may exercise any and all rights in respect of the Product without identifying any person or persons as the individual/s responsible for creating the Production; and
- the Client may modify, alter, adapt, distort or otherwise change the Product regardless of whether such modification, alteration, adaptation, distortion or change is prejudicial to an individual's reputation or honour.
- Upon request of the relevant Client or us, Talent agrees to execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the assignment of rights above, including executing or procuring the execution of any moral rights consent that may be required by the Client. The Talent also agrees to execute such documents and perform such acts as may be required by a Client for the registration and protection of any Intellectual Property rights which subsist in the Product.
- If any applicable law does not permit the assignment referred to in clause 11.1 above, subject to clauses 11.6, 11.7 and 11.8 below and clause 12, the Talent hereby grants to Client the exclusive, irrevocable, perpetual right to exploit the Product in all media throughout the world.
- Client and Talent hereby grant us a non-exclusive, royalty-free, worldwide, perpetual licence to host and store all Products submitted by Talent under the Contract and to make them available to the relevant Client. We undertake to maintain accurate and up to date records of all materials retained by us by way of this licence.
- For the avoidance of doubt, if Client rejects a Product there will be no assignment or grant of rights by the Talent to Client in relation to that Product and, except as otherwise agreed by Client and the Talent, Client must not exploit the Product in any manner.
Client Usage Rights and Additional Clearance Fees
- Subject to any requirements set out in the Project Brief, the Client's exploitation of a Production via Digital Media will be unlimited and not subject to any usage restraints and/or additional clearance fees.
- Client's exploitation of a Production via Broadcast Media or Print Media may be subject to usage restrictions and/or payment of additional clearance fees to third parties (including talent, voice-over artists and music rights holders) set out in the relevant Project Brief. Any term or territorial restrictions relating to such usage will commence on first broadcast or print of the Production.
- For clarity, with respect to this clause 12, any usage restrictions (which may require additional clearance fees) that may be applicable to third parties (including talent, voice-over artists and music rights holders) are enforceable solely by those third parties and not by Talent.
Good Faith Dealings between us, the Client and the Talent
- Each of Talent and Client:
- agree to act reasonably and in good faith in their respective dealings with us and each other and to respond promptly to all communications.
- acknowledge that we are not responsible for any element of the product or liable for the acts or non-performance by Client or Talent.
- Client and Talent agree not to attempt to circumvent the Platform or send or receive consideration for any Project Brief or related work other than via the Platform.
- Client agrees to indemnify us and the Talent against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us arising out of or in connection with any breach of the Contract or other act or omission by Client.
- Talent agrees to indemnify us and the Client against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us arising out of or in connection with any breach of the Contract or other act or omission by Talent and/or any claim that the Product or the Client's exploitation of the Product infringes the intellectual property or other rights of any person or entity.
- Neither Talent nor Client, while registered on the Platform and for a period of 6 months after ceasing to be registered, shall:
- in the case of the Client, knowingly seek or accept the services of any Talent independently from the Platform; or
- in the case of the Talent, knowingly seek or accept the custom of any Client independently from the Platform; or
- induce, or attempt to induce, any user of the Platform to: (i) cease or refrain from using the Platform; or (ii) reduce its use of the Platform or do any other thing which is reasonably likely to have such an effect.
Ethical Contracting & Anti-Bribery
- The Platform conducts its business in compliance all ethical practices with specific adherence to all anti-corruption laws and regulation and continues to institute and maintain best practice policies and procedures designed to promote and achieve compliance.
- Client and Talent must comply with all applicable anti-bribery laws and regulations.
- Client and Talent and any person or entity working on Client or Talent's behalf, in connection with the Contract, shall not make any payment or transfer anything of value, directly or indirectly to any of the following if such payment or transfer would constitute and economic crime or violate any anti-corruption law provision in the Federal Republic of Nigeria (including but not limited to, the Economic and Financial Crimes [Establishment] Act, Corrupt Practices and Other Offences Act, Money Laundering Prohibition Act and the Constitution of the Federal Republic of Nigeria [as amended]) or:
- any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organizations);
- any political party, official of a political party, or candidate for public office;
- any intermediary, including, but not limited to, agents or family members of government officials, for payment to any government official;
- any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage, in connection with Client or Talent's affairs;
- any business entity selling a competing product in order to eliminate or restrict competition, including, but not limited to, agreements to divide the market; or
- any other person or entity.
- Client and Talent warrant and represents that, should it learn of or have reason to suspect any breach of the obligations in clauses 14.1 and 14.2 above, it will take appropriate remedial steps and promptly notify the other party and us.
- Without limiting any other provision of the Contract, Client and Talent's represent and warrant that:
- except as disclosed in writing, neither Client nor Talent has any conflict of interest with respect to its business dealings in accordance with the Contract;
- their performance of their respective obligations under the Contract will not breach any applicable law (including, without limitation, any laws relating to intellectual property, data protection, anti-competition prohibitions and minimum employment standards);
- they will not engage in any activity that involves the exploitation of child labour or labour generally and will implement and comply with policies and to protect the rights of workers in compliance with applicable labour laws (including, without limitation, ensuring that wages are paid to all applicable workers that meet or exceed legal minimum standards or applicable industry standards (whichever is higher) and workers are not required to work for more hours than applicable under the relevant legal standards permitted by law and all overtime is voluntary);
- Talent must disclose to Client any ownership of or beneficial interest in Talent by any:
- any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organizations);
- any political party, official of a political party, or candidate for public office;
- any intermediary, including, but not limited to, agents or family members of government officials, for payment to any government official; or
- any employees of Client or family members of employees of Client.
- Client will not at any time use or disclose to any person any confidential information relating to us or any Talent (including, without limitation, any Response) save to all of Client's professional advisors and Client's related entities, servants, agents and personnel and professional representatives (on a need-to-know and confidential basis only) or as otherwise required by law.
- Talent will not at any time use or disclose to any person any confidential information relating to us or any Client save to Talent's personnel associated with the Project Brief and of all of Talent's professional advisors and Talent's related entities, servants, agents and personnel and professional representatives (on a need-to-know and confidential basis only) or as otherwise required by law. Without limiting this clause 15.2, if the Talent Project Briefs any third party with respect to a Project Brief, Response or the Contract, the Talent must enter into an agreement with the third party under which the third party commits to confidentiality obligations not less onerous than those set out in clause 15.1.
- The relationship between Client, Talent and us is and will be that of independent contractors and nothing in the Contract shall create a employment, trustee, partnership or agency relationship and no party will make any representation as such.
- Subject to clause 17.5 below, failure by the Client, the Talent or us to perform any of their respective obligations under the Contract (or a delay in such performance) due to a Force Majeure Event, will not constitute a breach of the Contract. The party affected by the Force Majeure Event will:
- promptly give the other parties notice of the Force Majeure Event and an estimate of the non-performance and delay;
- take all reasonable steps to overcome the effects of the Force Majeure Event; and
- resume performance as soon as practicable after the Force Majeure Event no longer affects any party, provided that if a Force Majeure Event continues for a period of 14 days or more, the Client may terminate a Project Brief or the Contract with immediate effect by providing notice to us and the Talent. Where a Force Majeure Event is an act of God (including a severe weather event) which prevents production or filming which cannot be rescheduled despite the parties best efforts, the Client and Talent mutually agree to negotiate in good faith for the settlement of any reasonable out of pocket expenses incurred by the Talent prior to the Force Majeure Event (including a severe weather event).
- Talent must ensure that any production schedule for a Product that involves outdoor activity includes a back-up plan for inclement weather. If the Talent fails to have such a plan or to implement such a plan, then clause 17.1 above will not apply to any resulting failure by Talent to meet its obligations under the Contract.
Brifit Intellectual Property
- You acknowledge that the Platform and all material published on the Platform including but not limited to text, graphics, photos, logos, button icons, images, trademarks, audio and audio visual clips, databases, data compilations, data and software (but excluding any content uploaded by users of the Platform) (together the Brifit Content) are (as between you and us) owned and controlled by or licensed exclusively to us. You may not copy, adapt, display, communicate to the public or otherwise use any Brifit Content except as enabled and permitted by the Platform from time to time.
Use of Platform and Content Standards
- To the maximum extent permitted by law, the Platform is provided on an "as is" basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted or free of defects.
- Your access to the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. We will always try to limit the frequency and duration of any planned disruption, but we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.
- You are responsible for making all technical arrangements necessary to access the Platform. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and that they comply with them.
- Without limitation, you may not use the Platform:
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- to send, or procure the sending of, any unsolicited or unauthorised electronic communication, advertising or promotional material or any other form of similar solicitation (spam); or
- to knowingly transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to disrupt, compromise or adversely affect the operation of the Platform or any computer software or hardware.
- You also agree not to:
- reproduce, duplicate, copy or re-sell any part of the Platform (or any content within it) in contravention of these Terms; and
- access without authority, interfere with, damage or disrupt: (A) any part of the Platform; (B) any equipment or network on which the Platform is stored; (C) any software used in the provision of the Platform; or (D) any equipment or network or software owned or used by any third party.
- The Platform may in certain parts include information and materials uploaded by other users, including (without limitation) to comment boards and discussion forums. This information and these materials have not been verified or approved by us. The views expressed by other users on the Platform do not represent our views or values. You acknowledge that you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the Platform at your own risk.
- Whenever you make use of Platform to allow you to upload content or make contact with other users of the Platform (each a Communication) you grant us a non-exclusive, royalty-free, worldwide, perpetual licence to host, copy, store and make available such Communication and agree to comply with the Content Standards.
- You must comply with the spirit and the letter of the Content Standards. The Content Standards apply to each part of any Communication as well as to its whole.
- Communications must be accurate (where they state facts), be genuinely held (where they state opinions), and comply with applicable law.
- Communications must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful, inciting, discriminatory, injurious or inflammatory; promote or contain sexually explicit material; promote or contain violence; include gang or occultic signs or symbols; promote or contain discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, trade secret/know how, database right or trademark of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, vilify, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent your identity or affiliation with any person; give the impression that they emanate from us, if this is not the case; or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
- You warrant that any such Communication complies with the Content Standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of such warranty. We will not be responsible, or liable to any third party, in respect of the content of any Communication. You acknowledge that your Communications (including but not limited to any Productions) may be subject to criticism and/or review by the public and as such may receive positive or negative comments and reactions, and we are not responsible for any such review or comment or any consequences relating to the same.
- You agree to take reasonable precautions in all interactions with other users. Notwithstanding any other provision of these Terms the parties acknowledge and agree that:
- any information published on the Platform (including, without limitation, Project Briefs) (the “Platform Information”) will be available to users of the Platform;
- the publication of Platform Information by Brifit will not amount to a breach of any of Brifit's obligations under these Terms; and
- if you disclose your confidential information to another party on or via the Platform/Brifit and you wish to impose obligations of confidence on the other party in relation to such information, you should enter into a separate confidentiality agreement with the other party.
- If you wish to register a complaint concerning a user of the Platform, please contact us (or, in respect of copyright infringement, pursuant to the section below).
Intellectual Property Infringement – Take Down Procedure
- If you believe that any materials on the Platform infringe your Intellectual Property, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the Intellectual Property right holder or an authorized representative or attorney, and must:
- identify the allegedly infringing materials;
- indicate where on the Platform the infringing materials are located;
- provide your name and contact information;
- state that you have a good faith belief that the materials are infringing;
- state that the information in your claim is accurate; and
- indicate (with documentary evidence thereof) that you are the lawful Intellectual Property owner or are authorized to act on the owner's behalf. If you believe that someone has wrongly filed a notice of Intellectual Property infringement against you, you may send us a counter-notice in accordance with equivalent requirements. Please note that under Nigerian law, it is a tortious offence to issue a false or misleading request or notice to take down allegedly infringing materials. Penalties and/or civil remedies may apply.
- Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
- We will use reasonable endeavours to ensure that no part of the Platform will contain or spread any viruses or other malicious code. However, we recommend that you ensure that computers and other devices used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform and regularly check for the presence of viruses and other malicious code.
- We will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content from it, or from any website linked to it.
Termination or Suspension Rights
- We reserve the right to control access to the Platform and may exercise such right to terminate or temporarily suspend your password, account or use of the Platform without recourse to you if you are in breach of these Terms or we believe in our reasonable discretion that your use of the Platform offends in any way.
- We may at any time assign, mortgage, charge, subcontract, sublicense or otherwise transfer any or all of our rights and obligations under these Terms.
- You may not assign, mortgage, charge, subcontract, sublicense or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.
- These Terms are made under and will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- DISPUTE RESOLUTION BY BINDING ARBITRATION; WAIVER; CLASS ACTION WAIVER. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Services or these Terms (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in Lagos, Nigeria. As used in this Section, "we" and "us" mean Brifit and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, "we" and "us" include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.
- Arbitration will be subject to the Arbitration and Conciliation Act CAP A18 Laws of the Federation of Nigeria. The arbitration will be conducted before one a sole arbitrator who shall be appointed by the Chief Judge of Lagos State with substantial experience in resolving commercial contract disputes.
- Each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
- If any provision or part of a provision of these Terms is held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction, such provision will be deemed severed from these Terms and the remainder of these Terms will remain in full force and effect.
- These Terms, and the documents referred to in them, constitute the entire agreement between you and us in relation to the subject matter of these Terms and supersede and extinguish any prior agreement in respect of the same.
Last updated on 1st March 2021