Influencer Agreement

TERMS AND CONDITIONS FOR APPOINTMENT OF MICRO INFLUENCER

These terms and conditions were last updates in October 2022.

The company reserves the right to update these terms and conditions from time to time. Please check back regularly to ensure you are aware of any changes or updates made.

SCOPE OF WORK
1.1 Talent (“Influencer”) is deemed as you.
1.2 Brand and Product/Service (“Brand”) is Recovered Clothing Limited.
1.3 Campaign (“Campaign”), Deliverables and Services (“Deliverables”), Commencement Date, Campaign Budget (“Consideration”), Payment Milestones (“Payment Milestones”), Campaign Budget (“Consideration”), Brand Social handles, Campaign Hashtags, Media (“Media”), Schedule (“Media Schedule”), is as stated in email communication.
1.4 Territories (“Territories”) is deemed Worldwide.
1.5 Usage Period (“Usage Period”) is deemed indefinite.

The parties agree to the Scope of Work above, which shall be governed by the terms and conditions set out below.

2 DEFINITIONS

2.1 In this Agreement, the following terms shall have the meaning specified in the Scope of Work:
(a) Brand;
(b) Campaign;
(c) Commencement Date;
(d) Consideration;
(e) Deliverables;
(f) Influencer;
(g) Payment Milestones;
(h) Media;
(i) Media Schedule;
(j) Territories; and
(k) Usage Period.
2.2 In this Agreement, unless the context otherwise requires:
(a) words importing the singular shall include the plural and vice versa; words importing the masculine shall include the feminine and neuter and vice versa; and
(b) “including” means “including, without limitation” and “include” shall be construed accordingly.

3 APPOINTMENT
3.1 The Scope of Work set out above, together with these terms and conditions shall be the agreement between the Influencer and the Brand relating to the Campaign (“Agreement”).
3.2 The term of this Agreement shall be the period commencing on Commencement Date and terminating on the expiry of the Usage Period (“Term”).
3.3 The Influencer shall create the Deliverables and will provide its services in connection with the Campaign, in accordance with the reasonable instructions of the Brand and the terms of this Agreement.

4 DELIVERABLES
4.1 The Influencer shall:
(a) comply with its obligations set out in the Scope of Work;
(b) comply with the reasonable instructions of the Brand and its suppliers;
(c) create the Deliverables and submit it to the Brand for approval in accordance with the approval timetables set out in the Scope of Work (and amend the Deliverables and resubmit for approval in line with any feedback from the Brand);
(d) once approved by the Brand, upload the Deliverables onto the Media owned or controlled by the Influencer in accordance with the timing deadlines set out in the Media Schedule, and maintain such Deliverables during the Usage Period;
(e) allow Brand and its suppliers to upload the Deliverables onto the Media that is outside of the Influencer’s control during the Usage Period;
(f) not (at any time, both during and after the Usage Period) remove or amend the Deliverables immediately from the Media owned or controlled by the Influencer; and
(g) use reasonable skill and care in the provision of the Deliverables in connection with the Campaign.
4.2 Labelling of Deliverables and compliance with laws:
Under applicable laws and self regulatory codes of practice (including the Committee of Advertising Practice Code), the fact that a brand has paid an influencer to create content, or include a product reference in its marketing must be transparent to the public. The Influencer shall:
(a) Comply with all applicable laws and all rules, guidance, codes of practice and adjudications relating to the CAP Code and the guidance issued by the Advertising Standards Authority and the Committee of Advertising Practice (available at www.asa.org.uk and www.cap.org.uk ), as well as the Consumer Protection from Unfair Trading Regulations 2008 and all guidance issued by the Competitions and Markets Authority (available at ; https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/512882/Online_endorsements_-_being_open_and_honest_with_your_audience.pdf
(b) Ensure that the labels #ad or #advert or #paid (as well as any campaign hashtags as set out in the Scope of Work) is placed prominently and legibly on all Deliverables, and that such label is visible to the viewer prior to the viewer engaging with such Deliverables;
(c) Obtain the Brand’s prior approval before using any other hashtag disclosure that is not specified in this Agreement;
(d) Comply with the Brand’s instructions when referring to the Brand’s products or services in the Deliverables [and comply with the content guidelines set out by the Brand];
(e) Ensure all Deliverables are truthful, socially responsible, not defamatory or harmful to any third party, not illegal or offensive, not violent and do not depict dangerous or anti social behaviour;
(f) Not do anything or authorise any activity (whether directly or indirectly) in post production of the Deliverables which could be misleading in relation the effects of use of the Brand;
(g) Ensure that any opinions expressed by the Influencer in the Deliverables are honestly held and are not exaggerated; and
(h) Not include any third party content or intellectual property rights (including by way of example, music, logos, other people, other branded products) in the Deliverables unless it has obtained permission from the owner of intellectual property rights or third party content ;
4.3 Reputational issues
4.4 During the Usage Period, the Influencer agrees not to do or say anything (or omit to do or say anything) that may cause adverse publicity to the Influencer, the Brand, its business or its products or brands or the Campaign.

5 USAGE RIGHTS
5.1 The Influencer grants to the Brand the following usage rights in respect of the Deliverables:
(a) use the Deliverables in the Media and the Territory for the duration of the Usage Period; and
(b) use the Influencer’s name, image, likeness, voice in the Media and the Territory for the duration of the Usage Period
5.2 Brand will not repost the Deliverables after the Usage Period, but given the nature of the internet, the Deliverables may be available online after the Usage Period. The Influencer agrees that Brand shall not be responsible for removing any Deliverables from any third party media after the Usage Period, or for any use of the Deliverables by third parties either during or after the Usage Period.
5.3 After the Usage Period, the Influencer shall not take down any Deliverables from the Media under its control without the prior approval of the Brand.
5.4 Where Brand provides any materials, copy, product names, logos, trade marks or other information for inclusion in the Deliverables (“Brand Materials”), the Influencer shall follow all instructions in relation to such usage, and shall cease use of the Brand Materials on termination of this Agreement or on the Brand’s request.
5.5 Unless agreed with Brand in writing in advance, the Influencer will not otherwise refer to any Brand Materials without the prior written approval of Brand and will not alter, adapt or edit the Brand Materials in any way unless expressly authorised to do so. All intellectual property rights in the Brand Materials shall remain the property of the Brand. The Influencer shall not obtain any rights in such Brand Materials and all goodwill in such Brand Materials will accrue to the benefit of the Brand.

6 QUALITY OF AUDIENCES
6.1 The Influencer undertakes not to engage in any practices in relation to promotion of the Deliverables which artificially increase the perceived engagement with the Deliverables. By way of example only, such prohibited practices could include:
(a) paying (whether directly or indirectly) a third party to increase the number of likes on Deliverables and/or on the Influencer’s channels in order to make the Influencer and/or its content appear to have a wider and more engaged audience than it actually does;
(b) Using (or authorising others to use) automated means such as bots, software or programmes to increase the number of likes, comments, shares or other engagements with Deliverables;
(c) Non human fraudulent likes or followers; and/or
(d) Other unethical, dishonest, non organic or non human methods of increasing perceived engagement with the Deliverables
6.2 In the event that the Brand has a reason to suspect that the Influencer has breached this clause 5 this shall entitle the Brand to terminate in accordance with clause 11.

7 CONSIDERATION
7.1 The Brand will pay the Influencer the Consideration, subject to satisfactory receipt of all Deliverables in accordance with the Media Schedule.
7.2 The Consideration shall be payable in accordance with the Payment Milestones [subject to receipt of a valid invoice from Influencer].
7.3 All sums payable under this Agreement are exclusive of VAT where applicable.
7.4 The Consideration shall be inclusive of all fees and expenses (including any travel, accommodation, wardrobe, rehearsal, usage fees, studio, repeat fees, residual, union and/or Equity fees) which might otherwise be or become due and payable. All fees and expenses must be approved by the brand in writing.
7.5 Where the Consideration includes free or discounted product or services, such product or service shall be for the Influencer’s personal use only, and the Influencer shall not (whether during or after the Term) be entitled to sell or give away such product or service to third parties.

8 MEASUREMENT AND REPORTING
8.1 The Influencer shall provide the Brand with such reports, analytics and data as shall be requested by the Brand (and in accordance with any requirements set out in the Scope of Work) during and after the Campaign in order to assist the Brand in reviewing the Campaign’s success and viewer engagement with the Deliverables.

9 WARRANTIES AND LIABILITY
9.1 The Influencer warrants, represents and undertakes to Brand that:
(a) The Influencer has the right and power to enter into this Agreement;
(b) the use of the Deliverables will not infringe any intellectual property rights or any other rights of any third party;
(c) the Deliverables are not defamatory, libellous, slanderous, obscene or likely to cause offence;
(d) the Influencer has not and will not commit a criminal offence and will not commit an act or omission that would be likely cause the Brand, the Brand’s products or services, the Influencer or the Campaign any adverse publicity;
9.2 The Influencer shall indemnify Brand against all costs (including reasonable legal costs), claims, expenses and liabilities incurred by Brand in connection with any breach of its obligations set out in this Agreement.

10 CONFIDENTIALITY
10.1 Neither party shall disclose the content of this Agreement, the Campaign or any Scope of Work, the marketing or business plans of the Brand or the details of Consideration, or any confidential information of the other party (“Confidential Information”) to any third party. This obligation shall survive termination of this Agreement
10.2 Confidential Information shall not include information which is in the public domain or which is required to be disclosed by law.

11 DATA PROTECTION
11.1 The Influencer agrees to Brand holding and processing its personal data (as defined in EC Regulation 2016/679 known as the GDPR) in connection with the Campaign.
11.2 Brand shall process the Influencer’s data solely for the purposes of the Campaign and in accordance with the GDPR.
11.3 The Influencer acknowledges and agrees that it shall comply with its obligations under the GDPR and other applicable laws relating to processing data and marketing by electronic communications (“Data Privacy Laws”) to the extent that it is processing any personal data of third parties when providing the Deliverables, and in such event, the Influencer will enter into such other agreements as shall be required by the Brand setting out obligations in relation to Data Privacy Laws.

12 TERMINATION
12.1 Brand shall have the right to terminate this Agreement immediately on written notice to the Influencer:
(a) If the Influencer commits a material breach of these Terms and, if such breach is capable of remedy, fails to remedy the breach within 7 days;
(b) If the Influencer fails to fulfil any of its obligations;
(c) If the Influencer commits an act or omission which causes adverse publicity to the Influencer, the Brand or its products or the Campaign; or
(d) If the Influencer becomes incapacitated, bankrupt or otherwise unable to perform its obligations.
12.2 If Brand terminates this Agreement under this clause 11, the Influencer shall repay all Consideration that have been paid to it under this Agreement and Brand shall have no further payment obligation to the Influencer.
12.3 Neither termination nor suspension of this Agreement shall otherwise affect a party’s accrued rights and obligations at the date of termination and clauses which by their nature.
12.4 Clauses 4, 8, 9, 10, 11, 12 of this Agreement shall continue after termination of this Agreement .

13 GENERAL
13.1 Any notice required to be given under this Agreement shall be in writing signed by each party and may be delivered by email.
13.2 No variation of this Agreement shall be valid unless it is in writing and signed by each of the parties to these Terms.
13.3 In the event of a conflict between this Agreement and any Scope of Work, the Scope of Work shall take precedence.
13.4 This Agreement is personal to the Influencer and the Influencer may not subcontract, assign or delegate any obligations under this Agreement to any third party.
13.5 The relationship of the Influencer to the Brand is that of independent contractor. This Agreement is a contract for the provision of services and not a contract of employment. Nothing in this Agreement is intended to or shall operate to create a relationship of employment, partnership or joint venture of any kind between the parties nor shall either party be authorised to act as agent for the other.
13.6 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
13.7 This Agreement and any disputes or claims arising in connection with these Terms and any Scope of Work shall be governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England for the resolution of any dispute arising in connection with these Terms and any Scope of Work.