Terms of Service

1. GENERAL

Background

These General Terms and Conditions (the Terms or General Terms and Conditions) concern the Boksi online services by which its customer (the Customer) may, through a platform developed and maintained by Boksi.com Solutions Oy (the Platform), order custom creative assets and social media marketing campaigns.

The Customer may use the Platform to order (i) one or multiple marketing campaigns (each, a Campaign) from influencers (the Influencer Campaign), (ii) bundles of creative assets such as photographs and videos (Content) produced by independent content creators and influencers (each an Influencer) who are in a contractual relationship with Boksi (the Content Creation Service), or (iii) Content produced by Influencers for the Customer’s earlier Content Creation Services (the Content Library).

In addition to these Terms, the Boksi Terms of Service and Privacy Policy are applicable to the services provided by Boksi. Data privacy is more deeply looked into in section 1.8 of these Terms.
Scope of the General Terms and Conditions; Right to use the Platform

(a) As a prerequisite to using the Platform, the Customer undertakes to follow these Terms.

(b) Use of the Platform is always governed by Finnish law, regardless of what country the Platform is used in.

(c) Pursuant to these Terms, Boksi grants the Customer a limited license to use the Platform, only in accordance with the Terms and separate instructions given on the Platform.
Term of the General Terms and Conditions

These Terms become effective upon agreeing to be bound by these Terms while first commencing to use Boksi’s services and remain in force until further notice. Each Party may terminate these Terms by providing the other Party with a written termination notice at least two (2) weeks prior to termination.

The termination of these Terms by the Customer does not cancel or terminate any outstanding (i) orders for Content in relation to which the Customer has submitted a Content Brief (as defined in the General Terms and Conditions) to Boksi, or (ii) Campaigns, unless such Campaigns are simultaneously terminated in accordance with Section 2.6 of the General Terms and Conditions.

Boksi can terminate these Terms, with immediate effect and without notice, if the Customer breaches these Terms. Boksi may also terminate these Terms, with immediate effect and without notice on serious grounds, if, for instance, the Customer acts in a way that is harmful to Boksi’s image, reputation, or business interests, by violating human dignity, acting immorally, conducting unfair commercial practices, or acting in other ways unethically.
Definitions

"Billing Period" means the cycle of billing agreed upon between Boksi and the Customer. The Billing Period is defined by the Customer’s first invoice. The first invoice includes the minimum commitment period as a whole.
"Influencer Budget" means the consideration payable to the Influencers for each Campaign;
"Platform Fee" means the fees payable by the Customer to Boksi for using the Platform;
"Service Fee" means Boksi’s service fee for Influencer Campaigns. This fee is separate from the Platform Fee;
"Total Budget" means the Influencer Budget and Service Fee together.
Limitation of liability

(a) The Customer is solely responsible for the financial results and the success of the Campaign (in case of Influencer Campaign) and/or the marketing campaign or any other purpose for which the Customer orders Content (in case of Content Creation Service). Boksi is not liable for realized sales or results of the Campaign (in case of Influencer Campaign) or the marketing campaign or any other purpose for which the Customer orders Content (in case of Content Creation Service). Boksi does not give any warranty as to the campaign posts’ (in case of Influencer Campaign) or the Content’s (in case of Content Creation Service) compliance with any laws and regulations applicable to marketing of the products or services of the Customer. Boksi is not responsible for any Content that breaches applicable laws, regulations, immaterial rights, or other rights related to the Content.

(b) Boksi’s maximum liability under these Terms is always limited (i) to an amount equal to its Service Fee for the Campaign to which the claim relates (in case the claim relates to Influencer Campaign), and (ii) to the Content Fee payable for the order to which the Customer’s claim relates (in case the claim relates to Content Creation Service).

(c) The Platform is provided on an ”as is” basis. Boksi does not give any warranties as to the functioning of the Platform nor guarantee that the Platform works without interruptions and/or flawlessly. Boksi is not liable for any direct or indirect damages of the Customer caused by the use of false, insufficient or ambiguous information on the Platform. Furthermore, Boksi is not liable for damages to the Customer or any third parties caused by the use of the Platform or any malfunctions, technical difficulties, malware, links or interruptions therein.

(d) For the avoidance of doubt, Boksi does not give any warranties as to the functioning of the Platform, information and/or materials included in the Content, Content drafts, Platform, posts or post drafts to any third parties, such as the customers of advertising agencies using the Platform and shall not be liable for any direct or indirect damages caused to third parties in connection with the use of the Platform.

(e) Neither party shall be liable for any costs or damages due to any failure or delay in performance of its obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation fires, floods, wars, acts of terrorism, strikes, epidemics, power failures, governmental actions, computer failures or any similar circumstances (each, a Force Majeure Event). For the avoidance of doubt, Boksi shall not be liable for any failure by an Influencer to submit content to the Platform or by an Influencer to participate in a Campaign due to a Force Majeure Event.
Communication with the Influencers; further cooperation

(a) All communication between the Customer and the Influencers relating to the Campaign shall be made through the built-in communication function of the Platform.

(b) The Customer may not, within six (6) months from (i) the publishing date of the latest post in a Customer’s Campaign, directly cooperate with an Influencer that has previously participated or applied to participate in the said Customer’s Campaign or (ii) the Influencers’ deadline for submitting Content to the Platform set out in the Content Brief (as defined below), directly purchase, license or otherwise acquire rights to creative assets from Influencers who have submitted Content to the Platform under such Content Brief or use such Content in their marketing contrary to what is set out in these Terms.

(c) If the Customer breaches the prohibition set out in Section 1.6(b)(i), the Customer is liable to pay Boksi 50% of the aggregate price that the Customer would have been liable to pay if the new campaign had been agreed on via the Platform, applying the same pricing as in the Customer’s previous Campaign in which the Influencer in question participated.

(d) If the Customer breaches the prohibition set out in Section 1.6(b)(ii), the Customer is liable to pay Boksi EUR 200 per each creative asset purchased, licensed or otherwise acquired in breach of this prohibition.
Intellectual Property Rights

(a) All Intellectual Property Rights to the Platform and parts thereof are exclusive property of Boksi and any of its potential licensors.

(b) For the purposes of these Terms, Intellectual Property Rights means copyrights and related rights, trademarks, patents, trade names, trade secrets and any other intellectual property rights regardless of whether they can or cannot be registered. These Terms do not grant the Customer any rights to the Intellectual Property Rights of the Platform.

(c) For the avoidance of doubt, Section 2.2 includes additional provisions concerning Intellectual Property Rights in the Influencer Campaign and Section 3.5 includes additional provisions concerning Intellectual Property Rights in the Content Creation Service.
Personal data and information security

(a) Using the Influencer Campaign and/or the Content Creation Service may require transferring personal data to Boksi. Boksi processes personal data in accordance with its privacy policy (https://boksi.com/privacy-policy).

(b) The Customer is responsible for the due maintenance of its own information security systems. Boksi arranges the information security of the Platform in a generally acceptable manner and aims to prevent unauthorized third-party access to its information systems by using appropriate technical solutions.
Changes to the General Terms and Conditions, Influencer Campaign or Content Creation Service

Boksi has the right to unilaterally and in its discretion change the features of the Influencer Campaign or Content Creation Service and/or the terms of these General Terms and Conditions, in order to develop the Influencer Campaign or Content Creation Service or for any other reason. Boksi notifies Customers about all substantial changes to the Terms. The changes become binding two weeks after Boksi announces the changes on the Platform. However, material changes to the features of the Influencer Campaign or Content Creation Service and/or the terms of these General Terms and Conditions shall not affect the terms of any outstanding Campaigns and orders for Content.
Dispute resolution

These Terms shall be governed by the laws of Finland, excluding its choice of law rules.

Any dispute, controversy or claim arising from the Terms or a breach thereof, its termination or validity, including any dispute, controversy or claim relating to the Platform or the services provided thereon, shall primarily be solved by negotiation between the Parties. If the dispute, controversy or claim cannot be resolved by negotiations, the matter will be resolved by the District Court of Helsinki (Helsingin käräjäoikeus) as the court of first instance.
Miscellaneous

Section Dispute Resolution of these Terms as well as Sections 1.6 (Communication with the Influencer; further cooperation), 1.7 (Intellectual Property Rights), 2.2 (Intellectual Property Rights under the Influencer Campaign), 3.5 (Intellectual Property Rights under the Influencer Campaign), 1.5 (Limitation of liability), 2.9 (Specific limitations of liability concerning the Influencer Campaigns), 3.9 (Specific limitation of liability concerning the Content Creation Service) of the Terms shall survive the termination of these Terms.

2. INFLUENCER CAMPAIGN

Details of Campaign; Total Budget

The Customer shall order a Campaign by submitting the instructions to Influencers in the form of a campaign description (Campaign Brief) to the Platform. The Campaign Brief shall include the following information:
1. the details of the posts to be made under the Campaign;
2. details of the Customer’s materials or products to be included in the posts and whether the Customer provides the Influencers with such materials or products;
3. the deadline for the submission of the post drafts;
4. other requirements for the posts, such as the industry-specific regulatory requirements to be complied with; and
5. the Total Budget of each Campaign.
Intellectual Property Rights under the Influencer Campaign

(a) The Influencer and/or Boksi shall retain all Intellectual Property Rights to material posted by the Influencer and post drafts. These Terms do not grant the Customer any rights to the material produced by the Influencers for the Campaign, such as photographs or videos, except as separately agreed. Therefore, the Customer must execute a separate agreement with Boksi if the Customer wishes to use material generated by the Influencer. Notwithstanding the above, the Customer has the right to share the Influencers’ publications on its own social media accounts (reposting) during the Campaign period and one month after the Campaign period has ended, except as otherwise specifically agreed.

(b) Notwithstanding the foregoing, the Customer and Boksi may separately agree that Boksi attempts to procure a license to the material posted by one or more Influencers under the Campaign and licenses such material to the Customer. In such case, the Customer and Boksi shall separately agree on the pricing of such licensing arrangement. Unless otherwise agreed upon by the Customer and Boksi, the terms and conditions under Section 3 shall apply to such licensing arrangements with necessary changes.
Pricing; billing

(a) If the Customer’s subscription type is Influencer Campaign, the Total Budget may be charged when Boksi commences the search for Influencers for the Campaign (in “open” Campaigns when the Campaign Brief has been published on the Platform). If, after the Campaign has concluded, the used costs were either under or over the Total Budget, the Customer will be refunded or billed accordingly when the Campaign commences or a maximum of one month afterwards.

(b) If the Customer’s subscription type is Subscription model, the Platform Fee may be charged in connection with the commencement of the Billing Period and the Total Budget may be charged when Boksi commences the search for Influencers for each Campaign (in “open” Campaigns when the Campaign Brief has been published).If, after the Campaign has concluded, the used costs were either under or over the Total Budget, the Customer will be refunded or billed accordingly when the Campaign commences or a maximum of one month afterwards.

(c) The Customer is not entitled to a refund of the Platform Fee based on the fact the Customer has not ordered a Campaign during a Billing Period. For the avoidance of doubt, the Platform Fee does not cover the consideration payable to the Influencers nor additional services which shall be separately agreed upon by the Customer and Boksi.

(d) Fees for additional services jointly agreed upon by the Parties may be charged by Boksi when the additional service in question has been provided.
Approval of Influencers

(a) If the Customer manages an open Campaign (i.e. has not commissioned the management services for the open Campaign from Boksi), the Customer is obliged to review the Influencers’ applications within 72 hours from the application deadline set out in the Campaign Brief and to announce the selection to the Influencers that have submitted an application. The application period can be, upon written request, extended to two weeks. After the expiry of the deadline, Boksi may select the Influencers on behalf of the Customer.

(b) In other Campaigns than open Campaigns, Boksi selects the Influencers on behalf of the Customer.

(c) The Customer has 24 hours to terminate an Influencer’s participation in a Campaign after the Influencer has been selected to a Campaign pursuant to Section 2.4(a) or 2.4(b) above. If the Customer terminates an Influencer’s participation in the Campaign after the expiry of such deadline, the Customer is liable to pay such terminated Influencer’s entitlement of the Influencer Budget.
Approval of drafts

If the Customer manages the Campaign (i.e. has not commissioned the management services for the Campaign from Boksi), the Customer is obliged to review and approve the Influencers’ each post draft within 48 hours from when such post draft was uploaded to the Platform. The Customer may only prohibit publication of a draft post due to the draft post not complying with the Campaign Brief or with applicable laws.

If the Customer regardless wants to prohibit the publication, the Customer is obliged to pay both Boksi and the Influencer what would have been due if the Campaign were to be normally executed.
Cancellation of a Campaign and amendment of the Campaign Brief

(a) If the Customer cancels the Campaign after the Campaign Brief has been uploaded to the Platform, the Customer is liable to pay the part of the Influencer Budget, to which the Influencers already have become entitled under their respective agreements with Boksi.

(b) The Campaign Brief cannot be amended after the Influencer(s) have accepted the Campaign and the Campaign Brief. Changes to the Campaign Brief require Boksi’s written consent. If Boksi considers the amendment to materially impact the nature of the Campaign, a new Campaign Brief must be approved by the Influencers who have been selected to the Campaign. If an Influencer refuses to participate in the Campaign due to the change of the Campaign Brief, the Customer is liable to pay the refusing Influencer’s share of the Influencer Budget and the Service Fee thereon.
Delivery of the products

The Customer shall, at its own expense, ensure that materials to be used by the Influencers for photographs, products and other campaign materials are delivered to the Influencers in accordance with the schedule agreed to in advance.
Removal of posts

Unless separately agreed, the Influencers may remove campaign posts six (6) months after the publication date from their social media accounts.

3. CONTENT CREATION SERVICE

Content and Briefs

(a) To place an order for Content, the Customer shall submit a brief (the Content Brief) to Boksi by uploading the Content Brief to the Platform. The Content Brief shall include the following information:
1. the technical and audiovisual requirements for the Content;
2. details of the Customer’s materials or products to be included in the Content and whether the Customer provides the Influencers with such materials or products;
3. the deadline for the submission of the Content; and
4. other requirements for the Content, such as the industry-specific regulatory requirements to be complied with.
(b) Photographs and videos are ordered in separate Content Briefs. If, however, the video and the photograph assignments are similar enough, it is possible, upon Boksi's discretion, to approve both to be under one Content Brief.

(c) Submitting a Content Brief is considered a binding order for the Content. Boksi may at its sole but reasonable discretion reject a Content Brief submitted by the Customer; provided however in such case Boksi shall notify the Customer of such rejection without undue delay. In such case, the Customer shall be entitled to submit a new Content Brief under the same Billing Period.

(d) The Customer is not entitled to a refund of the Content Fee (or any part thereof) for recurring orders even if the Customer has not ordered any Content during the Billing Period.

(e) Boksi shall present the Content Brief to prospective Influencers who may at their discretion accept the Content Brief and thereby commit to creating and submitting Content to the Platform in accordance with the Content Brief. In the event that no Influencer accepts the Content Brief, or the Influencer(s) who has/have accepted the Content Brief is/are not able to provide the amount of Content ordered by the Customer, Boksi shall not be responsible for procuring the creation of Content, and the Content Brief shall lapse.
Amendments and cancellation of a Content Brief

(a) After the first Influencer has accepted the Content Brief, changes to the Content Brief require Boksi’s written consent and may require approval by the Influencers who have accepted the Content Brief.

(b) If the Customer cancels the order for Content after the first Influencer has accepted the Content Brief, the Customer is liable to pay to Boksi the Content Fee for such order in full.
Delivery of materials

Unless otherwise specified in the Content Brief, the Customer shall, at its own expense, ensure that the Customer’s materials or products to be included in the Content be delivered to the Influencers that have accepted the Content Brief in accordance with the schedule agreed between Boksi and the Customer in advance. The schedule shall be reasonable and take into account the deadline for the submission of Content. Failure by the Customer to deliver such materials in accordance with the agreed schedule shall extend the deadline for the submission of Content accordingly.

If the delivery of the materials is delayed for more than 30 days, the Influencer may terminate the Campaign, in which case the Customer is liable to pay both Boksi and the Influencer half of what would have been due if the Campaign were to be normally executed.
Selection of Content

(a) The Customer shall select the Content it wishes to be included in its order within fourteen (14) days from the deadline for submission of Content by Influencers set out in the Content Brief. The selection shall be made on the Platform.

(b) A failure by the Customer to select the amount of Content that the Customer would have been entitled to shall not affect its obligation to pay the relevant Content Fee in full.
Intellectual Property Rights under the Content Creation Service

(a) When the Customer has selected Content in accordance with these Terms and subject to the Customer having paid the applicable Content Fee, Boksi grants to the Customer a worldwide, exclusive, permanent, irrevocable, sublicensable, royalty-free license to reproduce, adapt, modify, distribute, publicly perform, publicly display, broadcast, make available, store, archive, sell and otherwise commercially exploit and use such Content in whole or in part (the Content License). Under the Content License, the Customer shall be entitled to grant licenses, sub-licenses and any other rights to the respective piece of Content. In case the Customer replaces the Content License in accordance with Section 3.7 below, the Content License to such Content shall lapse.

(b) Except for the rights set out in the license grant in Section 3.5(a), Boksi and/or the respective Influencer shall retain all Intellectual Property Rights to Content submitted to the Platform in accordance with a separate agreement between Boksi and the Influencers.

(c) Boksi may, regardless of any licenses, use the Influencer’s content in its Platform demonstration materials and as part of their marketing purposes, however, in such a way that the content does not play a significant role in the marketing.
Billing
1. Credits
  
  (a) The Customer uses credits, available on the Platform and/or the booking confirmation, for purchasing Boksi’s services on the Platform. The Customer pays for the Content, the Influencer Service and the Content Creation Service with these credits available for purchasing on the Platform (the Credits).
  
  (b) The price of the Credits, their validity, and more specific terms and instructions of use are available on the Platform and/or the booking confirmation.
2. Content Fee and additional services
  
  (a) Boksi shall be entitled to charge the Content Fee when the Customer has submitted the Content Brief. If Boksi rejects the Content Brief, Boksi shall refund the Content Fee to the Customer.
  
  (b) Fees for additional services separately agreed between the Parties may be charged by Boksi when the additional service in question has been provided.
Remedies for deficient Content

If the Customer, after having selected Content, reasonably determines that a piece of Content it has selected on the Platform does not conform with the technical and audiovisual specifications set out in the Content Brief or breaches any applicable laws or regulations, the Customer shall have the right to replace the Content License to such deficient piece of Content with a Content License to another piece of Content submitted to the Platform under the same Content Brief. If no other piece of Content submitted to the Platform under the same Content Brief fulfils the technical and audiovisual specifications set out in the Content Brief, and such fact is accepted by Boksi, the Customer shall have the right to a refund of a portion the Content Fee, calculated on the basis of the deficient Content’s proportion of all Content ordered under relevant Content Brief.
Content Library

All the Content of a Content Creation Service not selected by the Customer for its Campaign is automatically stored into the Customer’s Content Library. From the Content Library the Customer can order Content produced by Influencers for the Customer’s earlier Content Creation Services. Sections 3.5, 3.6 (c), and 3.7 of these Terms apply also to the Orders made through the Content Library.