Saulderson Media Influencer - T&Cs
These terms and conditions apply between you, an Influencer contracted under an Influencer Cooperation Agreement, and Saulderson Media (Saulderson Media LTD), the agency contracting you for a campaign with a client of ours. By undertaking a campaign with Saulderson Media Ltd you agree to the following general terms.
Would you mind reading these terms and conditions carefully?
ENGAGEMENT TO PROVIDE SERVICES
Influencer agrees to provide certain services and the Deliverables to Saulderson Media (“Services”).
In consideration for the Services, Saulderson Media will pay to Influencer the sums described in a mutually signed Project Sheet (“Fees”) in accordance with the Project Sheet.
PAYMENT
Payment of the Fees will be made to Influencer in one payment within fifteen (15) business days after the relevant funds are received by Saulderson Media and after a properly submitted invoice from Influencer is received by Saulderson Media.
Influencer is not entitled under the terms of this Agreement to receive remuneration in excess of the Fees either during or after termination of this Agreement unless agreed in advance between the Parties.
Influencer will not be entitled to the Fees if they fail to submit a valid invoice within six (6) months of completion of the Deliverables.
SAULDERSON MEDIA OBLIGATIONS
Reputation – Saulderson Media shall not do or omit to do anything that is intended, or could reasonably be expected to diminish Influencer’s public profile, work, career or reputation.
Information – Saulderson Media shall provide all information and materials reasonably required to enable Influencer to provide the Deliverables (“Information”), and Saulderson Media will use all reasonable endeavours to ensure that the Information disclosed to Influencer is accurate and not misleading in any material respect. Notwithstanding this clause 3.b. Saulderson Media will not be liable for any loss, damage or deficiency in the Deliverables arising from inaccurate, incomplete, or otherwise defective information and materials supplied to Saulderson Media from third-party and subsequently provided to Influencer.
INFLUENCER OBLIGATIONS
Timelines – Influencer will use best endeavours to carry out the Services and to provide the Deliverables and obligations in accordance with any Milestones (as set out in the Project Sheet) or by the time periods referred to or specified in the Project Sheet.
Quality – Influencer will carry out the Services in a professional and workmanlike manner and to a high standard of quality and integrity, using all reasonable care and skill.
Brand Guidelines – The Influencer shall at all times during the Term (as defined in the Project Sheet) adhere to the obligations set out in clause 5 (Brand Guidelines).
Reputation – Influencer shall not do or omit to do anything that is intended, or could reasonably be expected to diminish Saulderson Media’s public profile, work, or reputation.
Communications – Influencer will promptly provide Saulderson Media with updates regarding the progress of the Services and/or Deliverables as and when this information is requested. Except in cases of an Unforeseeable Emergency (as defined below), Influencer will reply to all messages from Saulderson Media (whether sent by email, text, Skype, Twitter DM or otherwise) within 24 hours of sending. For the purposes of this Agreement, “Unforeseeable Emergency” means (i) acts of God; (ii) natural disasters; (iii) interruptions or failure of utility services; or (iv) illness suffered by the Influencer or a member of the Influencer’s household, in all cases which materially impede Influencer’s performance of the Services.
Publicity – Influencer agrees to refer all enquiries from the media and other third parties received by them concerning Saulderson Media, the Brand, or this Agreement to the relevant Saulderson Media Representative.
Delay – If Influencer becomes aware of any incident or event (including but not limited to an Unforeseeable Emergency) which may impede, delay or otherwise obstruct the Influencer’s performance under this Agreement, Influencer will as soon as practicable inform the Saulderson Media Representative (as set out in the Project Sheet) in writing.
Cooperation – Influencer will follow all reasonable instructions from Saulderson Media in connection with the provision of the Services and Deliverables, and will modify content or correct all defects, errors or deficiencies in the Deliverables as soon as practicable upon being notified of the same.
Compliance with applicable law – Influencer will comply with all laws and regulations applicable to the Services and this Agreement and will comply with all such policies and guidelines as made available by Saulderson Media.
KPI Reporting – Upon request from Saulderson Media, Influencer will promptly provide to Saulderson all standard KPIs and analytics for all platforms used during and for the Campaign. In case any metrics are unclear, Influencer will clarify with Saulderson Media in written form via e-mail.
BRAND GUIDELINES
Influencer shall adhere to the following guidelines when delivering the Services and the Deliverables:
Product presentation – Any reasonable wishes the Brand may make regarding the selection, state and position of the product must be fulfilled by Influencer.
Environment – There will be no visible xenophobic or sexist objects in the background and/or in the environment of Influencer.
Appearance and Dress code – Influencer should not wear any clothing with detrimental, xenophobic, or sexist words, symbols or pictures. In particular sexual and revealing clothing is not allowed without prior written consent from Saulderson Media.
Context – While Saulderson Media respects Influencer’s unique presentational style and personality, Influencer must not make vulgar and discriminatory language used in any form within the Deliverables. Some vulgar words or expletives may be permitted provided these are (i) in no way sexist, racist, or otherwise considered hate speech; (ii) agreed in advance with Saulderson Media; and (iii) not used with reference to the product or Brand in a brand damaging context.
Regarding guidelines – Influencer is not to forward these guidelines to third parties. Furthermore, Influencer is obliged to comply with all the above-mentioned points as well as any additional guidelines provided by the Brand.
INTELLECTUAL PROPERTY
Influencer and its licensors shall retain respective ownership of all applicable copyright and related rights, moral rights, trade marks, business names and domain names and all other intellectual property rights, in each case whether registered or unregistered (“IPR”) in the Deliverables.
Influencer grants to Saulderson Media a non-exclusive, worldwide, and sub-licensable perpetual license to use the Deliverables strictly for the following purposes (collectively, “Purposes”):
Publicly display or reproduce the Deliverables on social media channels, websites, and marketing materials;
Making minor modifications to the Deliverables such as creating short excerpts for ease of republishing or otherwise to the extent necessary to exercise its rights under the Agreement;
Storing and archiving the Deliverables;
Converting the Deliverables files for online/mobile delivery;
Using edits of Deliverables for advertising purposes; and
Using images, video stills, screen captures and other materials associated with the Deliverables in connection with the promotion of the Campaign or with the business of Saulderson Media more generally.
Influencer acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to Influencer in respect of the performance of their obligations under this clause 6.
Saulderson Media shall not grant sub-licences, in whole or in part, of any of the rights granted under this clause 6 without Influencer’s prior written consent (such consent not to be unreasonably withheld or delayed). However, Saulderson Media may grant sub-licences to the Brand to use the Deliverables for the Purposes set out in clause 6.b.
Intellectual Property Indemnity: Influencer warrants that the Deliverables shall not infringe any third party's intellectual property rights. Influencer shall indemnify and hold harmless Saulderson Media from any claim for actual or alleged infringement of any third party's IP rights, arising out of or in connection with the use or supply of the Deliverables.
NON-COMPETE
For a three (3) month period after the termination of this Agreement, Influencer shall not, directly or indirectly, contact or otherwise associate for business purposes with the Brand (as defined in the Project Sheet) that Saulderson Media has brought to Influencer.
CONFIDENTIALITY
Each Party undertakes that it shall not at any time during the Term of this Agreement, and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 8.b.
Each Party may disclose the other Party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party's obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 8; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither Party shall use the other Party's confidential information for any purpose other than to perform its obligations under the Agreement.
LIABILITY
The restrictions on liability in this clause 1 apply to every liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
defective products under the Consumer Protection Act 1987.
Subject to clause 9.b., the liability of each of the parties under this Agreement shall in no event exceed 100% of Fees.
Subject to clause 9.b., any and all indirect and / or consequential losses are wholly excluded.
TERMINATION
This Agreement may be terminated by Saulderson Media on written notice to the other Party with immediate effect if Influencer commits a material breach of any term of this Agreement and if reasonable steps have not been taken by Influencer within the ten (10) days of notice, towards remedying the breach.
In addition, this Agreement may be terminated by either Party at any time by giving the other Party not less than thirty (30) days’ written notice as long as Influencer has fulfilled any and all outstanding obligations under this Agreement.
EFFECT OF TERMINATION
The termination or expiration of this Agreement shall not affect any of the provisions of this Agreement which are expressly or by implication to continue in force after such termination or expiration. On the termination of this Agreement, Saulderson Media will pay Influencer undisputed Fees for all Services provided up to the date of termination.
MISCELLANEOUS
Variation – Any amendments and additions to this Agreement must be in writing and signed by both parties to be legally valid. The same applies to any waiver of any part of this Agreement.
Force Majeure – Neither Party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control, which include but are not limited to: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots.
Third Party Rights - This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the Parties to rescind or vary this Agreement are not subject to the consent of any other person.
Severability – If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing Law – This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction – In the event of dispute regarding the Agreement and the interpretation thereof, the courts of England and Wales shall have exclusive jurisdiction.
Date of Commencement of our Agreement
Saulderson Media keeps its agreed terms under regular review and places any updates on this web page. These agreed terms were created on 13th July 2020.
How to contact us
If you have any questions about Saulderson Media’s agreed terms or your campaign obligations, please do not hesitate to contact us.
Please email us at: legal@saulderson.com
Call us at 0141 212 6351