General terms and conditions of the influencer placement service of Influence-Plus GmbH
The Influence-Plus GmbH, Steingasse 11 in 91077 Hetzles (hereinafter "Influence-Plus") is an influencer marketing agency. It acquires and advises advertisers, designs and plans influencer campaigns, engages and coordinates influencers, and is responsible for the overall campaign implementation. An influencer is a natural or legal person and operates at least one social media channel. The influencer may be looked after by a manager or an artist management agency, who owns, manages, and solicits all executive rights for the influencer.
§ 1 General
Through the mediation of the influencer to the advertiser by Influence-Plus no corporate connection between the parties is established.
§ 2 Contract
(1) The contract between the Influencer and Influence-Plus is completed by completing and uploading the Influencer sedcard. The influencer acknowledges the validity of these Terms and Conditions as binding within the agency service.
(2) All statements of the influencer must be true.
(3) Insofar as the influencer, as a small business owner, has no VAT identification number but only a tax number, he must indicate this accordingly in the order confirmation. As a small business owner, no sales tax is levied or charged on the services rendered by the influencer. If the tax status of the influencer changes as a small business, the influencer must notify Influence-Plus together with his VAT identification number immediately. Immediately the message is, if it is present before the next billing of the Influence Plus over achievements of the Influencers.
(4) Amendments to these Terms and Conditions are provided to the Influencer in writing and communicated by e-mail. If the influencer does not object to these changes within six weeks of receiving the notice, the changes will be considered accepted.
(5) It is the own responsibility of the influencer to ensure that the content produced is lawful and that no third-party rights (copyright, trademark, competition law, etc.) are infringed. The influencer undertakes not to distribute any unauthorized advertising, spam or false warnings of viruses, malfunctions and the like or to invite participation in unfair competitions, pyramid schemes, chain letters and similar actions.
(6) The influencer is not authorized to promote advertising campaigns or similar on the basis of information obtained by using the Influence-Plus services or any other means of communication with an Influence-Plus employee perform. This lasts for at least twelve months after the influencer's awareness of the requested campaign and precludes direct cooperation between the advertiser and the influencer during that period. Should the influencer nevertheless cooperate with companies, § 5.3 takes up.
(7) For the publication of content on social media, the provisions of the respective platform shall apply and shall be considered and followed by the influencer.
(8) In the event of a breach of the provisions of these Terms and Conditions, the influencer can be excluded from the cooperation with Influence-Plus and the Advertiser with immediate effect and the immediate termination and the related end of the cooperation will be pronounced.
§ 3 Collaboration
(1) By participating in the Influence-Plus agency service, the influencer acquires neither a right to placements nor any other claims against advertisers presented.
(2) The activities defined by the advertiser in the order shall be carried out by the influencer after the influencer received the bid for offer in accordance with the specifications in the briefing.
(3) If delays or problems in the production of the content occur, the influencer must inform Influence-Plus immediately. Influence-Plus may, decide at its sole discretion, after informed by the Influencer, whether a delayed publication is still of interest (due to eventual linkage to and timing of campaigns). Unless otherwise agreed in the order confirmation, the publication date is always a fixed date. It is therefore regulated and agreed that in the case of a notified delay no grace period must be set by Influence-Plus or the Advertiser to withdraw from the contract.
(4) After completion of the content production, the Influencer shall make the content available to the advertiser within the completion specification according to the applicable platform provisions
(i) the respective contractually defined content, as defined in advance, published digitally,
(ii) transmit the link and / or content to Influence-Plus at the defined date (fixed date) and
(iii) provide on its platform channel for a period of at least 365 calendar days on YouTube, Instagram and Facebook or as otherwise agreed upon for other platforms.
(5) The Advertiser has the right to cancel the production of an advertising content at any time. Even after publication of the advertising content, the advertiser may at any time require the influencer to withdraw the respective advertising content from the influencer or to hold it available for retrieval in any form.
(6) On the day of publication of contents in the context of the cooperation, no further publication of content on the appropriate social media channel of the influencer is permitted. Further publishing of content on all other social media platforms is permitted (only if the contents are non-promotional).
(7) No bots or similar software may be used for content in the form of re-tweets, re-postings or other postings on social media channels of the influencer.
These contents must come from the hands of the influencer and be unique.
(8) While working with Influence-Plus, the influencer assures the advertiser exclusivity in his market segment on all its social media channels. If this is not adhered to by the influencer, there is a direct special right of termination for the advertiser as well as for Influence-Plus. An exception to this rule requires the written permission of an Influence-Plus employee.
(9) At the request of Influence-Plus or the advertiser, the influencer shall provide available statistics of the campaign within three working days.
§ 4 Compensation
(1) For the creation and timely publication of content according to the order description, the influencer receives the fee agreed in the order confirmation. Unless otherwise stated, the amount of the fee depends on the conditions of a project specified in the respective order confirmation. The influencer instructs Influence-Plus to collect the fee from the advertiser.
(2) All prices are net prices and plus VAT (value added tax) if applicable.
(3) After publication of the content in time, the fee will be invoiced and collected by Influence-Plus on behalf of the influencer. The settlements include sales tax. After complete receipt of payments and acceptance of the content by the advertiser, Influence-Plus transfers the fee to the influencer.
(4) If the production of a content is terminated by the advertiser for a valid reason before or after the completion date, the influencer receives no payment.
(5) In contrast, the influencer receives no compensation if the content generated by the influencer violates the contractually agreed agreements, the exclusion criteria defined in the order confirmation. In the event of a dispute concerning the existence or non-existence of exclusion criteria or a breach of contract, the advertiser's right of decision-making in this regard is exclusive to itself, and the decision can be reviewed by a court. Because of the fixed-transaction character, the possibility of supplementary performance or subsequent improvement, which the influencer refrains from doing so, is eliminated.
(6) The above right under paragraph 5 to non-payment due to deficiencies in the content of the influencer or alleged non-compliance with exclusion criteria does not exist if the content produced by the influencer exceeds 14 days on the agreed social media platform or other agreement was available after the agreed publication date.
(7) If travel expenses have been confirmed by a reimbursement of costs on the part of the advertiser, this agreement will be recorded separately in the order confirmation with the influencer. As a rule, the usual billing rates according to German travel costs law apply here.
(2) The influencer grants Influence-Plus and the advertiser the unlimited temporal and spatial right to advertise with the influencer or a completed project and to publish, edit and exploit the company name and project details of the influencer. The rights of use are granted for all types of use known at the time the contract was concluded.
(3) If the influencer violates §2.8, Influence-Plus is entitled to charge the influencer a fee in the amount of the order value to the influencer. This sum applies regardless of the budget size of the possible cooperation between the advertiser and the influencer.
(4) The advertiser can access the statistics of the respective published content, which are accessible to the influencer, via Influence-Plus. These include e.g. the number of post views, engagements, number of comments, and interactions.
§ 6 Liability
(1) Influence-Plus shall only be liable for damages other than those resulting from injury to life, limb or health insofar as these are due to intentional or grossly negligent acts or culpable violation of a material contractual obligation (so-called "cardinal obligation", i.e. an obligation whose fulfilment the proper execution of the contract in the first place and on the compliance of which the contracting party regularly trusts and may trust) by Influence-Plus or their vicarious agents.
(2) Any further liability for damages is excluded. Compensation for loss of profit, indirect damage and other financial losses in the event of ordinary negligence is excluded. The provisions of the Product Liability Act remain unaffected; In addition, liability for the fraudulent concealment of a defect, for an expressly guaranteed quality and for personal injury remains unlimited.
(3) If Influence-Plus negligently violates a material contractual obligation, the liability for compensation is limited to the typically foreseeable damage.
(4) Influence-Plus is not liable for the loss of data, if the damage had not occurred under proper data protection in the area of responsibility of the influencer. Proper data backup can be assumed if the influencer verifies the database at least once a day in machine-readable form and thereby ensures that this data can be restored at a reasonable cost. The liability of Influence-Plus for the loss of data is limited to the typical recovery effort that would have occurred with proper backup.
(5) The influencer is under no obligation to use any content or means in the production of the content, offers and briefings that are punishable or otherwise in breach of legal provisions; These include in particular pornographic, inciting, copyright infringing, anti-competitive, immoral, insulting or extremist content. In addition, the influencer will comply with the relevant and applicable provisions of the relevant platform, in particular community guidelines, technical guidelines and advertising guidelines as well as the principles of the state media authorities for proper advertising, above all, a corresponding marking during production for the content, offers and briefings. Influencers and advertisers are solely responsible for ensuring that their content complies with the Terms and Conditions of each platform and applicable law.
(6) The influencer releases Influence-Plus from all claims of third parties, those arising from infringements of copyright, trademark law, competition law, media law, tax law or other contractual obligations of influencers.
(7) Influence-Plus and Advertiser shall not be liable for any additional tax claims resulting from the violation of the obligation to present value added tax, any interest or any other resulting damages, if these are based on insufficient or false information provided by the Influencer. Incorrect information or a lack of information will be charged to the influencer. The influencer releases both Influence-Plus and the advertiser from claims of third parties. Influence-Plus provides only the mediation of the order between the influencer and the advertiser. Influence-Plus is therefore not liable for the payment of the remuneration from the advertiser to the influencer. Influence-Plus is also not responsible for the contents of the Influencer. Influence-Plus does not check this content and therefore does not assume any liability for the accuracy of the project data, qualifications, identity information, bank data, etc. stored by the influencer or advertiser.
§ 7 Confidentiality
(1) The influencer commits himself to keep silent about the projects and production of content in cooperation with Influence-Plus. This includes all information that is communicated within the platform, order confirmations and information provided by the advertiser, the amount of compensation or remuneration rates as well as content that arises in direct communication with the influencer. Information that requires confidentiality also includes information from Influence-Plus.
(2) The influencer is forbidden to publish, publish or otherwise publish this information on the Internet, in particular in so-called social networks and media.
(3) Excluded from this obligation are such information which a) the influencer was previously aware of without any obligation of secrecy or b) are generally known or become, without the influence of the influencer or c) the influencer of a third party without or d) are made available to the public authorities due to legal regulations; or e) have been made available to the influencer in writing by the advertiser or Influence-Plus to the influencer.
§ 8 Final
(1) Place of performance, payment and performance is the address where Influence-Plus has its registered office.
(2) This agreement shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of international private law and to the exclusion of the UN Sales Convention on the International Sale of Goods (CISG), even if a Contracting Party has its registered office abroad.
(3) The exclusive place of jurisdiction for all disputes arising from the contractual relationship with the influencer is Forchheim.
(4) For any agreements between influencers and advertisers with each other, the law of the Federal Republic of Germany is also excluded under the exclusion of international private law and under the exclusion of the UN Sales Convention on the International Sale of Goods (CISG); influencers and advertisers can make divergent agreements.
(5) Should any provision of these Terms and Conditions be or become ineffective, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the relevant statutory provisions apply.
As of: 01.10.2019