PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR PLATFORM
http://poplar.studio/ (our “Platform“) is a platform operated by FF Poplar Limited, a company registered in England and Wales (“we“, “us“, “our“). Our company registration number is 11563470 and our registered office is at 46 St Paul St, London, N1 7DA.
Our Platform is a platform for content creators specialising in augmented reality (“AR“) content. Our customers (“Customers“) are businesses operating across multiple industries and sectors. We are regularly instructed by Customers to create AR content in accordance with an agreed brief (“Brief“). Each Brief will be advertised on our Platform and will set out the scope of work to be completed, including any deliverables, materials, content, project files and any other outputs (“Deliverables“). As a content creator registered on the Platform, you can view and apply to complete the work set out in any Brief in accordance with these terms and conditions (“Application“).
These terms and conditions (these “Terms“) apply to your use of the Platform.
1. THESE TERMS
1.1 You must read these Terms carefully before you register on our Platform as these Terms form a legal contract between you and us and contain important details about your and our legal rights and obligations. If you are using our Platform as a Customer, you should refer to the relevant terms elsewhere on our Platform or otherwise made available to you.
1.2 We will ask you during the account registration process to confirm that you have read both these Terms and our Privacy Notice which can be accessed at http://poplar.studio/privacy-policy, and that you agree to be bound by them. By giving such confirmation, you agree that you have read and understood these Terms and that you agree to comply with them. If you fail to give such confirmation you will not be entitled to proceed with the registration process.
1.3 We recommend that you print a copy of these Terms for future reference. These Terms are subject to change at any time, effective upon posting on our Platform. The use of our Platform after such posting will constitute your acceptance of and agreement to such changes. Therefore, you should frequently review these Terms to see if they have changed. If there is any part of these Terms that you do not understand please ask us for clarification.
1.4 If you do not agree to these Terms, you must not use our Platform as a content creator.
2. ABOUT OUR PLATFORM
We do not operate as an agency and do not supply Customers to you. Our Platform provides a means for you to view and apply to complete Briefs and we manage the transaction between you and the Customer via the Platform. If any Application you make is successful, you are contracting directly with us for the provision of your services as set out in the relevant Brief (“Services“).
3. REGISTRATION AND ACCOUNTS
3.1 We reserve the right to refuse your application for registration of an account on our Platform at our sole discretion and without any requirement on our part to give a reason. We will require your name, email, phone number and other information we request to be able identify you as part of the registration process and may undertake checks on you via third party services as part of the registrations process or at any time thereafter.
3.2 To access your account on our Platform, you will need to input your account and password details. You are responsible for keeping those account details confidential and will be responsible for all activity undertaken on your account. If you have concerns about your account details or password or know or suspect that anyone other than you knows your account details or password, you must promptly notify us at firstname.lastname@example.org.
3.3 You agree to provide us with such proof of identity and other information as we may request from time to time, including as part of the account registration process.
4. USING OUR PLATFORM AND MAKING APPLICATIONS
4.1 Once you have registered an account on our Platform and provided all minimum required information for your account, you will be able to view Briefs and make Applications. Before making an Application, please carefully review the terms of the Brief, as those terms will contain key information that will form part of the contract between you and us. In the event of any conflict between the terms set out in a Brief and these Terms, the terms set out in the Brief shall prevail.
4.2 When making an Application, you may be required to provide information detailing your credentials, previous experience, expertise and anything else that we may reasonably require in order for us to assess your suitability for completing the work set out in the relevant Brief.
4.3 You warrant that any information you provide as part of your Application is true and accurate. If there is any change in circumstances which results in the information provided by you becoming inaccurate, then you must immediately notify us in writing of the same.
4.4 All Applications will be reviewed by us. We reserve the right to accept or reject (at our sole discretion) any Application made by you. You will be notified of the outcome of your Application within  days of submitting it.
4.5 If we confirm that your Application is successful, you must comply with the terms of the relevant Brief. Each successful Application you make shall form a separate contract between you and us. You should notify us in writing immediately if at any time you reasonably believe that you will not be able to complete the Brief in accordance with its terms.
4.6 You acknowledge that accepting a Brief and subsequently cancelling or failing to complete a Brief in accordance with its terms will result in your right to receive payment (under these terms or otherwise) for such Brief being rescinded and may also result in negative feedback from Customers, lower rankings, termination or suspension of access to our Platform, and further action being taken by us pursuant to your contract with us.
4.7 We operate a ‘strike policy’ whereby if you apply for a Brief and fail to submit the information required as part of your application (e.g. technical specifications or concepts) then you shall receive one (1) ‘strike’. If you receive three (3) ‘strikes’ then you will no longer be able to apply for Briefs for a duration of two (2) months.
5. YOUR SERVICES
5.1 Where your Application has been successful, you agree that in supplying your Services you shall:
5.1.1 provide the Services to us from the start date specified in the Brief;
5.1.2 perform the Services with the highest level of care, skill and diligence in accordance with best practice in your industry, profession or trade;
5.1.3 co-operate with us in all matters relating to the Services and comply with all of our instructions;
5.1.4 ensure that you obtain, and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) that you may require and which are necessary to enable you to comply with your obligations in supplying the Services; and
5.1.5 comply with all applicable laws, statutes, regulations from time to time in force.
5.2 In performing the Services you shall meet, and time is of the essence as to, any performance dates specified in the Brief.
6. PRICE AND PAYMENT
6.1 Each Brief will set out the price payable by Poplar in relation to the Services.
6.2 On completion and delivery to us of the Deliverables, we will forward these to the relevant Customer. At that point, the relevant Customer will make payment to us and upon receipt of this by us; we will remit payment to you for the Deliverables in accordance with these Terms. If you work beyond the scope of the Brief, including overtime, you must inform us immediately.
6.3 If you cancel or do not complete a Brief then we will not be required to make any payment to you.
6.4 Customers may be required to pay an upfront deposit to us for a Brief and if this deposit is not paid then the Brief may not be confirmed or may be automatically cancelled.
6.5 Unless otherwise set out in the Brief, we will make payment to you within 30 days of you completing all Deliverables set out in the Brief. We will make payment to the account which you provide details of to us in writing. You are responsible for making sure these account details are correct.
6.6 We will add an amount of commission to the fee agreed with you for each Brief. You acknowledge that you have no entitlement to this commission.
7. CONFIDENTIAL INFORMATION
7.1 For the purposes of this clause, ‘Confidential Information’ shall mean any information, however conveyed or presented that relates to the business, affairs, operations, licensees, processes, budgets, pricing policies, product information, strategies, Briefs (including any information contained therein), developments, trade secrets, know-how, personnel and suppliers of a party, together with all information derived by the other party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
7.2 Each party will:
7.2.1 keep confidential and not disclose the Confidential Information to any person save as expressly permitted by this clause 7;
7.2.2 protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
7.2.3 without prejudice to the generality of clause 7.2.2, deploy and maintain the security systems and technologies in relation to the Confidential Information held on the Platform or otherwise held by a party.
7.3 Confidential Information may be disclosed by a party to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed and has a need to know such Confidential Information.
7.4 The obligations set out in this clause 7 shall not apply to:
7.4.1 Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
7.4.2 Confidential Information that is in possession of a party prior to disclosure by the other party;
7.4.3 Confidential Information that is received by a party from an independent third party who has a right to disclose the relevant Confidential Information; or
7.4.4 Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the party holding Confidential Information of the other must where permitted by law give to the other prompt written notice of the disclosure requirement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 For the purposes of this clause, ‘Intellectual Property Rights’ shall mean all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
8.2 You acknowledge that all Intellectual Property Rights in connection with the Platform belong to us.
8.3 You shall have no rights in or to the Platform other than the right to use it in accordance with these Terms.
8.4 In relation to the Deliverables:
8.4.1 you hereby assign to us, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Deliverables (including any other Intellectual Property Rights arising directly or indirectly as a result of the Services);
8.4.2 you shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction; and
8.4.3 you shall, promptly at our request, do (or procure to be done) all such further acts and things and execute all such other documents as we may from time to time require for the purpose of securing all right, title and interest in and to the Intellectual Property Rights assigned to us in accordance with Clause 8.4.1.
8.5 You warrant that the receipt, use and onward supply of the Services and the Deliverables by us and our Customers shall not infringe the rights, including any Intellectual Property Rights, of any third party.
8.6 You shall indemnify us in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
9. RESTRICTIONS ON DIRECT ENGAGEMENTS
You agree that you will engage/communicate with Customers exclusively via the Platform during the term of this contract. You will not communicate (directly or indirectly) with Customers outside the Platform. On expiry or termination of this contract, you shall not work or engage directly (i.e. other than through the Platform) with Customers for a period of 1 (one) year following the date of termination or expiry.
10. TERMINATION OR SUSPENSION OF YOUR ACCOUNT
10.1 We may terminate or suspend your right to use our Platform, and close your account, at any time for any or no reason by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice.
10.2 You may close your account at any time by following the instructions on our Platform. Upon closing your account your right to use and access our Platform shall cease.
10.3 Even after your right to use our Platform is terminated or suspended, or your account is closed, these Terms will remain enforceable against you.
10.4 Termination of your account shall not affect any of our rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
11. INTERACTIVE AREAS
11.1 Our Platform contains messaging functions, opportunities to provide reviews, ratings and other communication facilities (the “Interactive Areas“) that allow users to communicate with other users and with us.
11.2 Some areas in the Interactive Areas within our Platform will be public and we will not be responsible for any information or materials posted in such public areas. You may only use the Interactive Areas to send and receive messages and materials that are relevant and proper to the applicable forum and that comply with these Terms.
11.3 You are solely responsible for any information and materials you provide to us or to other users in connection with your registration for and use of our Platform, including without limitation, information and materials that are posted or transmitted for us in the Interactive Areas (“Your Information“), and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information will comply at all times with these Terms.
11.4 You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to the Interactive Areas from or through your account on our Platform, including but not limited to all images, videos, musical works and text included in such postings. The rights you grant in this licence are for the limited purpose of operating, promoting and improving our Platform.
11.5 We reserve the right to remove postings from the Interactive Areas at our sole discretion.
12. RULES FOR USE OF OUR PLATFORM
12.1 You agree not to use our Platform (including but not limited to the Interactive Areas) to:
12.1.1 upload content or material that infringes the intellectual property rights, rights of privacy or any other rights of a third party;
12.1.2 defame, abuse, harass, threaten or otherwise violate the rights of others, including but not limited to our staff and other users;
12.1.3 post a review, rating or any other feedback unless such review, rating or feedback contains your independent, honest, genuine opinion;
12.1.4 use our Platform for any purpose or in any manner that is inappropriate or unlawful;
12.1.5 publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful content, materials or information;
12.1.6 upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner;
12.1.7 advertise or offer to sell any goods or services for any commercial purpose or solicit employment or work which is not relevant to the services offered through our Platform;
12.1.8 use our Platform to collect usernames and/or email addresses of users by electronic or other means without our express prior written consent; or
12.1.9 impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account; or engage in spamming or use any bot or automated process to contact other users on our Platform.
13. OUR RELATIONSHIP
We are not employed by our Customers. You provide services to us as an independent contractor, and are not an employee, joint venture, partner, agent, or franchisee of ours for any purpose whatsoever.
14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
14.1 Nothing in these Terms excludes or limits our liability in case of fraud, fraudulent misrepresentation or gross negligence, for death or personal injury arising from our negligence, or any other liability that cannot be excluded or limited by English law.
14.2 Subject to clause 14.1 above, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
14.2.1 use of, or inability to use, our Platform; and
14.2.2 use of, or reliance on, any content, materials or information on our Platform.
14.3 Subject to clause 14.1 above:
14.3.1 we exclude all implied conditions, warranties, representations or terms that may apply to our Platform or any content, materials or information on it; and
14.3.2 we shall not be liable to you for:
a) any indirect, consequential, special or punitive loss, damage, costs and expenses;
b) loss of profit;
c) loss of business;
d) loss of reputation;
e) depletion of goodwill; or
f) loss of, damage to or corruption of data.
14.4 Subject to clause 14.1 above, we do not accept any liability for any consequences of your dealings with Customers and other users of our Platform, including but not limited to any loss, damage or harm to person or property caused by users of our Platform, including anyone with whom you share information, irrespective of how, where or in what form this occurs.
14.5 Subject to clause 14.1, for any loss or damage suffered by you or anyone else that may arise from use of our Platform and which is not otherwise excluded under these Terms, our liability is limited to £1,000.
14.6 Use of our Platform is entirely at your own risk. Our Platform is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. You acknowledge that access to our Platform will not be uninterrupted or error free.
15. QUESTIONS OR COMPLAINTS ABOUT OUR PLATFORM
If you have any questions, comments or complaint about any aspect of our Platform or service you should contact us at email@example.com or write to us at Poplar Studio, 45-47 Clerkenwell Green, London, England, EC1R 0EB. We will aim to respond to any complaint as soon as possible after we have received it.
16. OTHER IMPORTANT TERMS
16.1 We may transfer our rights and obligations under these Terms to another organisation. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
16.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.
16.3 These Terms and any other documents referred to in them constitute the entire agreement between you and us and supersede and extinguish all other agreements, representations and understandings between you and us, whether written or oral, relating to their subject matter.
16.4 Each of the clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date.
16.6 These Terms are governed by English law. Both you and us agree that any proceedings brought under these Terms will be subject to the exclusive jurisdiction of the English courts.
Any changes we make to these Terms in future will be posted on this page. These Terms were last updated on 17 January 2020.