Our agreement with you

Please read carefully and agree below

Definitions:

Brief:	an invitation for a Creative Team to tender for an Engagement with a Client to provide chargeable services.
Creative Team:	one or more Creatives formed as a company and registered on the Micro platform as a team.
Engagement:	a legally binding agreement for the supply of professional consultancy services entered into between a Client and a Creative following an introduction from Micro through its Platform.
Fee:	any and all charges invoiced by Micro to Creative Teams or to Clients following an Engagement made as a result of an introduction through the Platform.
Micro/ ‘we’ ‘us’ ‘our’:	the company that provides the Services and runs this Platform being We Love Micro Limited with UK company registration number: 09957089.
Platform:	Micro’s online platform and proprietary domain which can be located at www.welovemicro.com.
Statement of Work:	a detailed bid document submitted by a Creative Team in response to a Brief uploaded by a Client in the format dictated by Micro.
Terms:	these Terms and Conditions.
Work:	any work undertaken by a Creative Team following Engagement by a Client.

Introduction

1. Micro was founded with the purpose of bringing creative consultants (“Creatives”) together to form streamlined Creative Teams and to connect these teams with businesses that require innovative creative solutions (“Clients”).

2. We do this by (i) hosting our Platform which brings Clients and Creatives together to build professional relationships and (ii) by automating all of the administration needed when operating as an agency including invoicing, accounting and defining project scope (the “Services”). These relationships can be initiated and maintained by third party individuals acting on commission ("Liaisons").

3. These Terms constitute a contract between all users of the Platform and/or our Services (“You”) and Micro. Your use of our Platform is subject to these Terms and by using the Platform you agree to be bound by them. If you do not agree to these terms, you must not use our Platform. You should print a copy of these Terms for future reference.f

Creatives and Creative Teams

4. Once registered with us, Creatives are able to set up their own teams with other registered Creatives, join an existing Team or work alone.

5. If Creatives elect to set up their own teams, this will require the incorporation of a new legal entity for which advice on corporate set-up and business accounting may be required. If so, we encourage the use of our partner Crunch to deliver these services. For the avoidance of doubt, any business relationship between Creatives and Crunch is not governed by these Terms. All use of Crunch services is between each Creative Team and Crunch and subject to any such terms of engagement.

6. Once a Creative becomes a member of a Creative Team, that Creative is part of a legal entity completely separate from Micro that can incur its own liability. Any disputes between a Client and a Creative team remains between those parties and Micro accepts no liability whatsoever for losses incurred by Clients or Creatives as a consequence of an engagement facilitated by the Platform.

7. Creatives are invited to respond to Briefs uploaded and circulated by Clients on the Platform. In order to respond to the Brief, the Creative Team will be required to complete a Statement of Work using our specialised template. The Statement of Work cannot be submitted until all sections are complete. If a Statement of Work is approved by a Client, this will constitute an Engagement. The Platform will then automatically notify the Creative Team via e-mail that they may commence the Work.

8. Once an Engagement has begun, Creative Teams shall be permitted to contact Clients directly without going through the Platform. However, all dealings carried out prior to confirmation of the Engagement must be conducted through us. If either Client or Creative attempts to contact the other directly before that point, that party must immediately inform us via e-mail detailing the nature of the communications.

9. When using our Platform, Creatives and Creative Teams represent and warrant that:

• Work delivered to Clients does not infringe the intellectual property rights of any third party;
• the details of the Statement of Work are accurate and truthful and that any Fee quoted to a Client shall be inclusive of all fees payable in respect of the delivery of the agreed scope of Work;
• it shall respond to any and all enquiries or requests made by Micro or a Liaison when negotiating an engagement; and
• it shall promptly advise Micro of any Engagement between it and a Client entered into outside of the Platform and the financial terms of that Engagement.

10. Creative Teams also indemnify, defend and hold harmless Micro against all losses that Micro incurs or suffers however arising as a result of or in connection with:

• the Creative Team’s breach of the warranties set out above;
• the Creative Team's breach or negligent performance or non-performance of any obligations under these Terms; and/or
• any claim made by a Client or any third party arising out of or in connection with the Work supplied by the Creative Team, to the extent that such claim arises as a result of any breach of these Terms by, or the negligence of, the Creative Team, Creatives, staff or contractors.

11. Micro requires that all Creative Teams obtain appropriate insurance including but not limited to professional indemnity insurance for intellectual property infringement to cover acts and omissions when delivering the Work to the Client.

Clients

12. Once registered with us, Clients are invited to share Briefs for the creative services that they require on the Platform. Once shared, Creative Teams will be able to respond with a Statement of Work based on our specialised template. This Statement of Work will include detailed information including how the Creative Team will meet the brief, timings for delivery of the work and the scheduling of costs.

13. Client representatives with access to the Platform will receive an e-mail notification once a Statement of Work is submitted by a Creative Team in response to that Client’s Brief. After reviewing each Statement of Work, Clients will then have the option to approve the one that best meets their needs. At this point an Engagement is formed between the Client and the chosen Creative team, subject to these Terms.

14. If you are an employee or independent representative using our Platform on behalf of a Client, please ensure that you have the requisite authority to contractually bind the legal entity or organisation on whose behalf you are operating. If you are not authorised to bind that legal entity or organisation, you should not attempt to enter into an Engagement.

15. All Fees are taken by us through the Platform. Any attempt to circumvent the Platform and make any extra payments for Services is strictly prohibited and would constitute a material breach of these Terms.

16. In the event that details of any Brief need to be amended, Clients must tell us in writing as soon as possible. We will use reasonable endeavours to inform the relevant Creative Teams promptly so that the Statements of Work answer to the updated Brief.

17. If, due to circumstances beyond our control, after Client approval, a Creative Team informs us that we must make a change to a Statement of Work, we will notify the Client immediately.

18. When using our Platform, all Clients represent and warrant that:

• they will make no attempt to circumvent Micro by entering into an Engagement with a Creative introduced to them through the Platform; and
• they will at all times keep Micro informed in relation to any Engagement that it may enter into with a Creative and/or Creative Team that commences within twelve months of any introduction by us to that Creative or Creative Team.

19. Clients also agree to provide prompt feedback to us in respect of any Engagement and/or Work where requested by us.

Liaisons

20. Once registered with us, Liaisons are encouraged to carry out freelance intermediary services with the purpose of (i) attracting Clients to the Platform and (ii) linking Clients with Creative Teams.

21. Liaisons earn a percentage of the value of any Engagement, after deducting Micro's Fee, that results from a Client Brief that the Liaison's website user creates on the Platform.

22. For the avoidance of doubt, Liaisons are completely independent of Micro. However, whilst Liaisons operate through the Platform, they shall not be entitled to receive compensation directly or indirectly from Clients or Creatives for their work.

Personal data

23. This Platform requires you to register and create a log-in in order to use our Services. You will be required to submit initially:

• your name;
• the name of your company (if applicable); and
• your general contact e-mail address.

Subsequently, at the point of creating the first invoice for the first Engagement, you will also be required to submit:

• your business address;
• your business bank account and sort code; and
• your financial contact e-mail address (if applicable).

24. By providing this information you consent to it being displayed on our Platform as required to facilitate the Services.

25. If you are a Creative your information will not be shared unless you respond to a Brief or with other member of a Creative Team should you join one and consent to it being shared.

26. If you are a Liaison or representative of a client your information will not be shared with Creatives and Creative Teams unless you approve a Statement of Work at which point you consent to having your personal data shared in order to conduct the Engagement.

27. Any personal data will be stored and processed in accordance with applicable laws and regulations relating to data protection. Further details of how we use your data can be found in our Privacy and Cookies Policy.

28. The use of Your personal data by Micro is governed by the Cookies and Privacy Policy.

Intellectual property

29. We are the owner or the licensee of all intellectual property rights in our Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

30. You may:

• print off one copy or download extracts of any page(s) from our Platform for your personal use; and
• draw the attention of others within your organisation to content posted on our Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Platform is always acknowledged.

31. However, you must not:

• modify the paper or digital copies of any materials you have printed off or downloaded in any way;
• use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
• use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

32. If you print off, copy or download any part of our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Viruses and maintenance

33. We do not warrant or guarantee that our Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Platforms are compatible with your computer equipment, and are under no obligation to do so.

34. We will not be liable for any loss or damage caused by a virus, denial-of-service attack, or other technologically harmful material or event that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform, the downloading of any content, or on any Platforms linked to it.

35. You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.

36. You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via any type of denial-of-service attack.

37. We may, from time to time, temporarily suspend the operation of our Platform with or without prior notice, either wholly or in part for repair or maintenance work or for the purposes of updating or otherwise improving its content, features or functionality.

Linking to our Platform

38. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

39. You must not:

• establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
• establish a link to our Platform in any Platform that is not owned by you.
• frame our Platform on any other website.
• link from any Platform that contains fraudulent, false, misleading or deceptive information; or defamatory, libellous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.

40. We reserve the right to withdraw linking permission without notice.

Third-party Links on our Platform

41. Where our Platform contains links to other Platforms and resources provided by third-parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked Platforms or information you may obtain from them. We have no control over the contents of those Platforms or resources.

Introductions and Fees

42. Clients and Creative Teams acknowledge that if they engage with each other through the Platform, or are sent communications about each other from the Platform, that this constitutes an introduction (“Introduction”). Once an Introduction has taken place, should a Client engage a Creative Team, our Fee Structure will apply as outlined below:


FEE STRUCTURE

Platform user	Micro Fee
Creative Teams	9% of the total value of the Work plus VAT chargeable to Clients and deducted immediately by us when payments are received
Clients	9% of the total value of the Work plus VAT chargeable on top of each invoice generated on behalf of the Creative Team
Liaisons	5%, unless agreed in writing separately, of any Work resulting from a Brief that a Liaison creates on the Platform

43. For the avoidance of doubt, should a Client Engage a Creative or a Creative Team outside of the Platform within twelve months of an Introduction by us, regardless of whether the Engagement relates to a Brief offered through our Platform, the Fees will be due and payable by the Client and the Creative.

44. Should a Client extend its Engagement with a Creative Team to include new Work, the Fee for the new work shall be due in accordance with these Terms. However, for the avoidance of doubt, If new Work is added onto an existing Engagement, the Fee structure will be proportionally applied to the new Work only.

45. If an Engagement is terminated early, the twelve-month period following the Introduction of the Client to the Creative in which the Fee Structure shall be payable to Micro shall begin anew from the date of early termination by the Client or Creative.

Invoicing

46. Once a Client approves the Statement of Work, the Creative Team may commence invoicing according to the schedule agreed between the parties.

47. All monies payable for Work delivered by Creative Teams to Clients must be paid to the bank account and per the terms within any invoice sent to the registered financial email address.

48. Our Fees for the Services we provide to Creative Teams are raised and deducted as soon as payment is received from the Client.

49. Our Fees for the Services we provide to Clients are included as an addition to the invoice that they receive on behalf of the Creative Team and are payable at the same time as that invoice, within 30 days.

50. If any party fails to make any payment of the Fees due to Micro by the due date for payment, then that party shall be required to pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England base rate as updated from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The overdue party shall pay the interest together with the overdue amount.

51. All parties shall pay all Fees due to Micro in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

Limitation of Liability

52. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, otherwise, even if foreseeable, arising under or in connection with:

• any use of, or inability to use, our Platform;
• any use of, or reliance on, content displayed on our Platform;
• any indirect, special or consequential loss, damage, costs, or expenses or;
• any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
• any failure to perform any the Services or any other obligations if such delay or failure is due to any cause beyond our reasonable control;
• any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
• any losses arising directly or indirectly from any Engagement between a Client and a Creative, including how Creatives have met or not met any Client requirements or any other dispute.

53. Micro itself is not party to any Engagement or other arrangements entered into between Clients and Creative Teams in connection with any Work.

54. Micro does not seek to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services.

Confidentiality

55. We undertake not to disclose any confidential information regarding the business of any Client or Creative to third-parties except as provided for under these Terms. However, we may disclose your confidential information:

• to our employees, officers, representatives, subcontractors or advisers who require such information for the purposes of carrying out their obligations under these Terms; or
• as may be required by the law of a court of competent jurisdiction or any governmental or regulatory authority.

General

56. These Terms may be varied by us from time to time. Such revised terms will apply to the Platform from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version.

57. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and Micro, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

58. These Terms contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms.

59. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms.

60. If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

61. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

62. These Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.