1.1 ZINE Limited trading as ZINE (“ZINE”) has developed and provides via an online platform certain information and services (together, the “Platform”) which it makes available to brands and advertising agencies (“Advertiser”) on a subscription basis for the purpose of facilitating advertising, marketing, publicity, brand recognition/awareness/penetration, public relations or similar agreements between Advertisers and social media influencers (hereinafter referred to as “Influencer” or “you”).
1.2 The following terms and conditions (“Terms and Conditions”) govern your use of the Platform.
2.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions:
“Brand”: one of Advertiser’s company names or trading styles (or, where the Advertiser is an advertising agency, those of any of its clients’ company names or trading styles).
“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Campaign”: an advertising, marketing or promotional campaign concerned with a particular project or Brand and organised by or on behalf of the Advertiser.
“Confidential Information”: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.
“Data Controller”: has the meaning given to that term under the relevant Data Protection Laws.
“Data Protection Laws”: means (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of Personal Data to which a party is subject, including the Data Protection Act 1998 and EC Directive 95/46/EC (up to and including 24 May 2018) and the GDPR (on and from 25 May 2018) or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of Personal Data; and (b) any code of practice or guidance published by the Regulator from time to time.
“Data Subject”: has the meaning given to that term under the relevant Data Protection Laws.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation).
“Influencer Data”: the data inputted by or on behalf of the Influencer for the purpose of using the Platform.
“Personal Data”: any information relating to a Data Subject of which ZINE or the Advertiser are a Data Controller.
“Regulator”: the UK Information Commissioner’s Office (including any successor or replacement body).
“Service Description”: the description of the functionality of the Platform as provided by ZINE from time to time.
“Software”: the online software applications provided by ZINE as part of the Platform.
“Virus”: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
3.2 The Influencer acknowledges that:
(a) the Advertisers are independent contractors and have no obligation to engage the services of the Influencer;
(b) all transactions carried out via or using the Platform are carried out at the Influencer’s own risk;
(c) ZINE does not undertake due diligence on the Advertisers that register with the Platform;
(d) it should take independent legal advice on any contract entered into with an Advertiser and in particular shall be responsible for the payment of any taxes or other fees due as a result of any contract entered into with an Advertiser; and
(e) ZINE accepts no liability for the actions or omissions of the Advertisers.
3.3 The Influencer shall not contact an Advertiser, through the Platform or otherwise, where the Advertiser has expressed a preference to the Influencer or on the Platform not be contacted in general or not to be contacted about a particular Campaign or Brand or a particular type of Campaign or Brand.
3.4 If a campaign is run by ZINE itself, ZINE shall be considered a third party advertiser.
4.1 The relationship of the Influencer to ZINE will be that of independent contractor and nothing in these Terms and Conditions shall render it an employee, worker, agent, representative or partner of ZINE and the Influencer shall not hold himself out as such.
4.2 These Terms and Conditions constitute a contract for the provision of services and not a contract of employment and accordingly the Influencer shall be fully responsible for and shall indemnify the ZINE for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the provision of the Platform or any agreements that the Influencer enters into with Advertisers on or via the Platform, where the recovery is not prohibited by law. The Influencer shall further indemnify ZINE against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by ZINE in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of ZINE’s negligence or wilful default;
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Influencer against ZINE arising out of or in connection with the provision of the Platform and any agreements that the Influencer enters into with Advertisers on or via the Platform.
5.1 ZINE shall make such efforts as it shall consider commercially reasonable to provide the Platform to the Influencer in accordance with the Service Description, but Influencers accept that ZINE shall have no obligation to provide the Platform in whole or in part. ZINE may withdraw or amend the Platform (or the Service Description) at any time without notice.
5.2 Notwithstanding any contrary provision in these Terms and Conditions, ZINE:
(a) does not warrant that the Influencer’s use of the Platform will be uninterrupted or error-free; or that the Platform and/or the information obtained by the Influencer through the Platform will meet the Influencer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Influencer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3 These Terms and Conditions shall not prevent ZINE from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms and Conditions.
5.4 ZINE warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.
5.5 Subject to: (i) confirmation of the satisfactory completion or part-completion of a Campaign by an Advertiser; and (ii) receipt of authorisation by the Influencer and Advertiser, at its discretion ZINE may:
(a) invoice the Advertiser on behalf of the Influencer for the services provided by the Influencer to the Advertiser in a Campaign; and
(b) pay the Influencer on behalf of the Advertiser in respect of any services which the Influencer delivered to the Advertiser under the applicable Campaign, within 30 days of the date on which ZINE receives authorisation from the Advertiser in accordance with this clause 5.5.
5.6 Except where agreed in writing between the applicable Advertiser and the Influencer, all payments by Advertisers to Influencers in connection with the Campaign(s) shall be made:
(a) via credit card on Stripe to the Influencer’s Stripe Connected Account, which is ZINE’s preferred payment service provider, subject to and any fees which Stripe may charge;
(b) to ZINE, in accordance with clause 5.5 above; or
(c) to the Influencer directly following the issuance of an invoice by the Influencer to the Advertiser via the Platform.
5.7 By using the Platform the Influencer agrees to Stripe’s Connected Account Agreement which can be found here.
5.8 ZINE may, at its discretion, provide a tool on the Platform which permits the Influencer to issue invoices to Advertisers in respect of any services provided by the Influencer as agreed using the Platform (the “Tool”). ZINE does not warrant, undertake or represent that the Tool or any invoice produced using the Tool is fit for a particular purpose, compliant with the laws of any particular jurisdiction or that the Tool will be available on an uninterrupted or error-free basis. The Influencer shall be responsible for ensuring that any invoices produced using the Tool meet their requirements and the provisions of the laws and regulations to which the Influencer is subject (in particular any requirement to charge or levy any tax, such as value added or sales tax). ZINE shall have no liability to the Influencer or any third party as a result of the Influencer’s failure to ensure that any invoice produced using the Tool meets such requirements.
6.1 The Influencer shall provide ZINE with:
(a) all necessary co-operation in relation to these Terms and Conditions; and
(b) all necessary access to such information as may be required by ZINE;
6.2 In order for ZINE to provide the Platform, the Influencer shall:
(a) comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions;
(b) carry out all other Influencer responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Influencer’s provision of such assistance as agreed by the parties, ZINE may adjust any agreed timetable or delivery schedule as reasonably necessary;
(c) obtain and shall maintain all necessary licences, consents, and permissions necessary for ZINE, its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the Platform;
(d) ensure that its network and systems comply with the relevant specifications provided by ZINE from time to time; and
(e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ZINE’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Influencer’s network connections or telecommunications links or caused by the internet.
6.3 In performing its obligations under these Terms and Conditions the Influencer shall comply with the Mandatory Policies, if any.
6.4 The Influencer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity, depicts sexually explicit images or promotes unlawful violence;
(c) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(d) is otherwise fraudulent, illegal or causes damage or injury to any person or property.
6.5 The Influencer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms and Conditions:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, export, sell or distribute all or any portion of the Software and/or the Platform in any form or media or by any means;
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(c) access all or any part of the Platform in order to build a product or service which competes with the Platform or any other service offered by ZINE;
(d) use the Platform to provide services to third parties, except as contemplated by these Terms and Conditions;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Platform, other than the Influencer’s authorised agents or representatives.
6.6 The Influencer shall comply with all terms and conditions applicable to Influencer’s use of its social media accounts.
6.7 The Influencer, or their agent or representatives, shall not connect any social media accounts or blogs to the Platform that do not belong to the Influencer in their personal capacity.
6.8 The Influencer acknowledges that it is responsible for:
(a) charging and paying any VAT or similar tax or withholding due from any agreement concluded on or via the Platform;
(b) payment of any union, club or other collective bargaining or professional organisation of which Influencer is a subscriber, member or otherwise affiliated, including Equity or the Screen Actors Guild;
(c) payment of any fees due to the Influencer’s agent, manager or similar intermediary (as applicable) for the conclusion of any agreement entered into via the Platform.
6.9 Where the Influencer enters into an agreement in connection with or via the Platform for the provision of services to an Advertiser, the Influencer may, at the Influencer’s option, either:
(a) send invoices to the Advertiser at such times and on such terms as the Influencer may agree with the Advertiser; or
(b) permit ZINE to send invoices and issue receipts to the Advertiser on the Influencer’s behalf in connection with any agreement entered into on or via the Platform.
7.1 The Influencer acknowledges and agrees that ZINE and/or its licensors own all intellectual property rights in and to the Platform, or other content made available to the Influencer by ZINE (whether through the Platform or otherwise) which includes any data, information, analysis, reports or other output produced by or on behalf of ZINE using the Platform or the Influencer Data. Except as expressly stated herein, these Terms and Conditions do not grant the Influencer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.
7.2 The Influencer hereby gives ZINE an irrevocable and perpetual non-exclusive licence to use the Influencer Data and any promotional content generated during the course of any Campaign for the purposes of:
(a) providing the Platform;
(b) improving the Platform; and
(c) developing products, services, case studies and marketing material which it may present to or share with advertisers and agencies.
8.1 The Influencer shall own all right, title and interest in and to all of the Influencer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Influencer Data.
8.2 The parties acknowledge that, for the purposes of these Terms and Conditions they are both data controllers and the Influencer is also a data subject within the meaning of the Data Protection Laws. The parties acknowledge that they shall comply with all applicable obligations under the Data Protection Laws.
8.3 The Influencer acknowledges that in consideration for the provision of access to the Platform, ZINE may use the Influencer Data for the purpose of rating, ranking and recommending Influencers to Advertisers, and storing the Influencer Data in accordance with these Terms and Conditions and for a reasonable period after the termination of these Terms and Conditions, howsoever arising (the “Purpose”).
8.4 The nature and purpose of the Advertiser’s processing of Influencer Data shall be limited to:
(a) Reviewing and accessing the Influencer Data contained on the Platform for the purposes of determining whether the Advertiser wishes to engage an Influencer in relation to a Campaign;
(b) Contacting Influencers for the purposes of a Campaign;
(c) Paying the Influencers for services provided in connection with a Campaign.
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms and Conditions. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to clause 9.41.1, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms and Conditions.
9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms and Conditions.
9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.6 The Influencer acknowledges that details of the Platform, and the results of any performance tests of the Platform, constitute ZINE’s Confidential Information.
9.7 Subject to clauses 9.4 and 7.2, the Influencer shall not make, or permit any person to make, any public announcement concerning these Terms and Conditions without the prior written consent of ZINE (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.8 The above provisions of this clause 9 shall survive termination of these Terms and Conditions, however arising.
10.1 The Influencer shall defend, indemnify and hold harmless ZINE, its employees, officers, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with the Influencer’s use of the Platform and/or any contracts concluded with Advertisers.
10.2 In no event shall ZINE, its employees, officers, agents and sub-contractors be liable to the Influencer to the extent that any alleged infringement of any patent, copyright, trade mark, database right or rights of confidentiality is based on:
(a) a modification of the Platform by anyone other than ZINE;
(b) the Influencer’s use of the Platform in a manner contrary to the instructions given to the Influencer by ZINE; or
(c) the Influencer’s use of the Platform after notice of the alleged or actual infringement from ZINE or any appropriate authority.
10.3 The foregoing states the Influencer’s sole and exclusive rights and remedies, and ZINE’s (including ZINE’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11.1 Except as expressly and specifically provided in these Terms and Conditions:
(a) the Influencer assumes sole responsibility for results obtained from the use of the Platform by the Influencer, and for conclusions drawn from such use. ZINE shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ZINE by the Influencer in connection with the Platform, or any actions taken by ZINE at the Influencer’s direction;
(b) ZINE accepts no liability for the content of any Campaigns that the Influencer chooses to undertake with Advertisers, including without limitation:
(i) any failure to disclose that a social media post is sponsored;
(ii) any breach of applicable laws or regulations, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing and/or the UK Code of Broadcast Advertising (known as the ‘CAP Code’); and
(iii) any claim of defamation by a third party;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions; and
(d) the Platform is provided to the Influencer on an “as is” basis.
11.2 Nothing in these Terms and Conditions excludes the liability of ZINE:
(a) for death or personal injury caused by ZINE’s negligence;
(b) for fraud or fraudulent misrepresentation on the part of ZINE; or
(c) for any other liability which cannot be limited or excluded by law.
11.3 Subject to clause 11.1 and clause 11.2:
(a) ZINE shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(i) loss of profits;
(ii) loss of business;
(iii) depletion of goodwill or damage to reputation;
(iv) loss or corruption of data or information;
(v) pure economic loss;
(vi) special, indirect or consequential loss,
in each case, however arising under these Terms and Conditions; and
(b) ZINE’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of these Terms and Conditions shall be limited to £1,000 in each calendar year.
12.1 These Terms and Conditions shall, unless otherwise terminated as provided in this clause 12 or the other provisions of these Terms and Conditions, commence on the date on which the Influencer first accesses or uses the Platform and shall continue in perpetuity unless and until:
(a) the Influencer notifies ZINE that it shall cease its registration with the Platform and all use of the Platform; or
(b) ZINE terminates the Influencer’s access to the Platform in accordance with these Terms and Conditions.
12.2 Without notice to the Influencer, ZINE may, without liability or prejudice to its other rights, temporarily or permanently exclude the Influencer from the Platform and suspend or terminate its relationship with the Influencer pursuant to these Terms and Conditions in the event that:
(a) the Influencer does not comply with the Mandatory Policies or any directions in the Service Description;
(b) in ZINE’s sole opinion, the Influencer’s use of the Platform is detrimental or prejudicial to ZINE’s (or an Advertiser’s) reputation or interests;
(c) the Influencer fails to respond to messages from Advertisers within a reasonable time or such time as may be prescribed in one or more of the Mandatory Policies or Service Description;
(d) ZINE receives complaints about the Influencer from one or more Advertisers; or
(e) ZINE believes that the Influencer is in breach of any of the provisions of these
12.3 In the event that the Influencer’s access to the Platform ceases or is terminated for any reason:
(a) all licences granted under these Terms and Conditions shall immediately terminate and the Influencer shall immediately cease all use of the Platform;
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
13.1 ZINE shall have no liability to the Influencer under these Terms and Conditions if it is prevented from or delayed in performing its obligations under these Terms and Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ZINE or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14.1 ZINE reserves the right to change these Terms and Conditions at any time without notice to the Influencer. The Influencer should revisit these Terms and Conditions before entering into agreements with Advertisers or other third parties through the Platform.
14.2 Except as provided for in clause 14.1 above, no variation of these Terms and Conditions shall be effective unless it is in writing and signed by ZINE.
15.1 No failure or delay by ZINE to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy by ZINE.
16.1 Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
17.1 If any provision (or part of a provision) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.1 These Terms and Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into these Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
18.3 The Influencer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
19.1 The Influencer shall not, without the prior written consent of ZINE, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
19.2 ZINE may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
20.1 Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.1 These Terms and Conditions do not confer any rights on any person or party (other than the parties to these Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.1 Any notice required to be given by the Influencer to ZINE under these Terms and Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to ZINE at its address set out in these Terms and Conditions, or such other address as may have been notified by that party for such purposes.
22.2 ZINE may use such contact details as the Influencer has provided to give any notice required under these Terms and Conditions. In the alternative, ZINE may elect to give any notice required under these Terms and Conditions by hand delivery, pre-paid first-class post or recorded delivery post to the registered office address of the Influencer’s agent or representative (where applicable) or by email to the Influencer’s agent or representative (where applicable).
22.3 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered electronically shall be deemed to have been received at the time of transmission.
23.1 These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23.2 These Terms and Conditions are drafted under English law. The Influencer shall be solely responsible for compliance with any requirements of any local laws to which they are subject and, except where proscribed by law, ZINE does not accept any liability arising from the Influencer’s failure to consider or notify ZINE of any local law requirements.
24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).