Influencers Terms and Conditions Agreement

 

This Terms and Conditions for Influencers Agreement (the “T&C Agreement”), incorporating any documents by reference and any revisions thereto, sets out the terms under which the Influencer (the “Influencer/ You”) agrees to provide services as a freelance influencer (“Your Services”) to VogaCloset UK Limited (“VogaCloset”).

Kindly read these terms and conditions carefully. (Please note that these Terms and Conditions may be changed from time to time subject to Express Notice.)

You shall be legally bound by these terms when VogaCloset sends You talking points for the first time, and you proceed to post.

 

 

1. PREAMBLE

VogaCloset would like to engage the Influencer to produce off-platform content on the terms and conditions set
out below.

2.DEFINITIONS

For the purposes of this T&C Agreement, the following terms shall have the meanings assigned to them unless the context indicates otherwise.

Applicable Laws:	all applicable laws, regulations, regulatory requirements, and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
Confidential Information:	any and all information disclosed by one party to the other including but not limited to information of technical, commercial, business, and financial nature, product information, costs and prices, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a Party and/or its or their customers and/or suppliers.
Deliverables:	any posts made by the Influencer in relation to the fulfilment of their obligations.
Display Period:	the time it takes for a time-gated deliverable to disappear. (e.g., stories)
Express Notice:	actual knowledge or notice given to the Influencer directly through a written document or verbally.
Influencer’s Code	An identifier assigned to the Influencer for the purpose of tracking and attributing orders to the Influencer. This code must be used by customers at the time of placing an order, the code provides customers with a discount percentage on their orders and sometimes free delivery, as determined by VogaCloset from time to time.
Intellectual Property Rights:	registered and unregistered trademark and service marks, domain names, patents of any type, registered designs and design rights, database rights, copyright and all similar rights in any country, any and all goodwill and know-how associated with the foregoing; and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Personal Data:	Information that relates to an individual such as for example name, number, address, identification number.
Service Day:	the day on which the first Deliverable (in any medium) is made public by the Influencer in accordance with the T&C Agreement.
Spam	All content included within VogaCloset’s Spam Policy. Additionally, for the purposes of this agreement, Spam involves any content that is excessively posted, repetitive, or untargeted that artificially affects VogaCloset content and/or materials positively and/or negatively. It includes but is not limited to content that redirects viewers off site, or force opens a pop-up window over what the viewer is currently viewing, as well as content that artificially increases and/or decreases VogaCloset material  and/or content engagements like number of clicks, concurrent live viewers, shares, total views, likes, comments, or any other metric in relation to any VogaCloset material and/or content, whether through an individual’s personal effort, or coding scripts and technical tools (ie. bots).
Term:	shall have the meaning given to it in Clause (7/1).
Third Party Materials:	Materials created by VogaCloset or a third party.
VogaCloset Logos:	the designs, logos, trademarks, trade names and other marks of VogaCloset.

VogaCloset and Influencer shall be referred to jointly as the “Parties” and solely as “Party”.

 

3. INFLUENCER’S RIGHTS AND OBLIGATIONS

The Influencer:

  1) Shall deliver the Deliverables in a timely manner in accordance with the T&C Agreement.

  2) Shall not make any discriminatory, offensive, or unlawful comments about any other entities, individuals, parties, countries, religions, groups of people or include any content that might reasonably be considered to be prejudicial or bring VogaCloset into disrepute.

  3) Shall include VogaCloset logos, hashtags, and tags on the Deliverables and ensure that such logos, hashtags, and tags are visible and obvious in each post and story.

  4) Shall share with VogaCloset the account’s metrics including but not limited to deliverable’s engagement (number of shares, likes, clicks, and comments …), impressions, reach, and response rate and time.

  5) Shall not in any way, shape, or form, maliciously miscommunicate, fake, or doctor the account’s metrics mentioned in Point 4) of this clause. Means of faking the metrics include but are  not limited to; creating deceptive and insincere interactions with regards to the Deliverables provided through social media to artificially boost the metrics (e.g. Like bots, comment bots, view bots, etc.).

  6) Shall not delete, archive, or remove the Deliverables from the influencer’s profile/page or during the Display Period, without VogaCloset’s prior written consent.

  7) Shall not delegate or sub-contract any of his/her rights or obligations under the T&C Agreement without the prior written consent of VogaCloset.

  8) Shall modify or delete any Deliverables immediately if requested to do so by VogaCloset.

  9) Shall refrain from performing similar services or posting same Deliverables for any Competitor during the term of this T&C Agreement.

  10) Shall maintain in force at its own expense adequate insurance to meet any liabilities which may arise with respect to the Influencer’s performance or failure to perform its obligations under this T&C Agreement.

  11) Shall comply with all Applicable Laws and regulations.

  12) Shall be transparent with the public and make sure the public are aware of its collaboration with VogaCloset.

  13) Shall ensure that all Deliverables shall not:

      (a)Display or mention any brand name, logo, sign or product without the prior written permission of VogaCloset.

      (b)Include any unlawful content in the Deliverables or use the Deliverables for illegal purposes or in a way that is likely to harm VogaCloset’s name or reputation.

      (c)Be presented alongside any sexually explicit content, violent content, illegal content, or politically controversial content that would in any way harm VogaCloset’s name and reputation or bring VogaCloset into disrepute.

      (d)Infringe any third-party intellectual rights.

   14)Shall not use VogaCloset’s name is any pop-up advertisements.

   15)Shall refrain from bidding on VogaCloset related terms or variations in paid search ads (e.g., Google Ads).

   16)Shall not to employ bots to create fake posts, stories, or comments related to VogaCloset on Social Media platforms, including but not limited to Facebook, Instagram, Twitter, X.com, Snapchat, and TikTok. This includes refraining from using bots to generate comments which refer to VogaCloset on behalf of the Influencer.

   17)In fulfilling their obligations under this T&C Agreement, the Influencer shall comply with VogaCloset’s Spam Policy. Should an individual's spam rate exceed 8%, VogaCloset reserves the right to cancel all corresponding orders and their history. For network-wide actions, orders and their associated history may be canceled if the spam rate surpasses 10% after receiving two warnings from VogaCloset. Furthermore, the issuance of warnings will invalidate associated Influencer’s Code, and continued violations may lead to the termination of the partnership and imposition of a ban.

4.Influencer’s Code

1) Discount for Customers

The Influencer’s Code provides customers with a discount percentage on their orders, as determined by VogaCloset. The discount is applied at the time of order placement when the Influencer’s Code is applied.

2) Validity and Monitoring

The Influencer’s Code is valid for use by customers for the duration of this T&C Agreement. VogaCloset shall monitor the usage of the Influencer’s Code to track orders and calculate commissions accurately.

3) Code integrity

The Influencer agrees not to share, distribute, or use the Influencer’s Code in any way that could be considered fraudulent or Spam. Any misuse of the Influencer’s Code may result in an immediate termination of the T&C Agreement and forfeiture of any outstanding Commissions.

4) Ownership and Reuse

The ownership of the Influencer’s code is owned by VogaCloset. VogaCloset reserves the right to reuse the Influencer’s Code by assigning it to any other Influencer or entity as it deems appropriate.

5) Right to pause

VogaCloset reserves the right to halt the use of the Influencer’s Code with a 48-hour notice to the Influencer.

The Influencer acknowledges that the Influencer’s Code is owned by VogaCloset and can be modified, paused, or reassigned as VogaCloset deems suitable.

 

5. REVIEW AND CONFIRMATION

Upon completion of the Deliverables and prior to publishing same, the Influencer shall provide a copy of the Deliverables to VogaCloset for its review and confirmation.

 

6. COMMISION

1) Commission Payment.

a- All approved Commissions and expenses shall be paid as separately agreed upon by and between VogaCloset and the Influencer via electronic funds transfer facilities in accordance with the provisions of VogaCloset’s policy.

b- All approved and agreed upon Commissions and expenses are dependent on and affected by the total number of Influencer’s Codes used throughout the term of this T&C Agreement. For the purposes of this clause, the Influencer’s Code is considered to be “used” upon Delivery of the order that had the Influencer’s Code applied on. 

c- Commission payable under this Terms and Conditions Agreement shall be exclusive of VAT which might become due or payable by the Influencer in the UK or any equivalent payment that might become due elsewhere in the World.

2) Invoicing and Claim Period

The Influencer shall submit an invoice to VogaCloset to receive their commission. Commissions must be claimed within three months of the end of the month in which they were earned. If the commission is not claimed within this period, it shall be forfeited.

3) Change in Commissions

VogaCloset reserves the right to alter the Influencer’s commission at any time. If VogaCloset chose to alter the commission, they must notify the Influencer in writing of the changes made to the commission. If the Influencer fails to inform VogaCloset, in writing, of their agreement to the new changes within 14 days of receiving VogaCloset’s notice of change, VogaCloset reserves the right to unilaterally terminate this T&C Agreement.

4) Returns and Commission Deductions. If an order placed using the Influencer’s Code is returned, the Influencer will be informed and the value of that order shall be deducted from the commission payment in the subsequent month.

5) Termination and Final Payment

Subject to the provisions of Clause 8 of this T&C agreement, in the event of immediate termination of this T&C Agreement, any returns processed within the 14 day return period after termination shall result in a deduction from the final commission payment. If the final commission payment has already been made or if the amount of the final commission payment is insufficient, the Influencer agrees to repay the deducted amount within 30 days of receiving notice of the return and the deduction.

 

7. TERM AND TERMINATION

  1) The T&C Agreement shall become effective on the day on which the Influencer receives the first payment from VogaCloset or on the day the Influencer shares the Deliverable based on talking points received from VogaCloset whichever is earlier and, subject to earlier termination in accordance with this Agreement, shall terminate on the day the last of the Deliverables is set to be posted (the “Term”).

  2) VogaCloset may terminate this T&C Agreement without cause at any time without liability, penalty, or costs upon giving at least 30 days’ Express Notice to the Influencer.

  3)  Either Party may terminate the T&C Agreement immediately upon written notice to the other Party if the other Party violates the provisions of the T&C Agreement. However, if such violation is capable of remedy, the terminating Party may serve the other Party a written notice describing the reasons for default, an opportunity to cure, and the period during which the breach could be cured. If the breaching Party does not rectify the default within the period specified in the written notice, the other Party may terminate the Agreement.

  4) Termination or expiry of the T&C Agreement for any reason shall be without prejudice to any rights or obligations of any Party arising prior to termination or expiry and to any provision of the T&C Agreement expressed or intended to survive termination or expiry.

 

8. CONSEQUENCES OF TERMINATION

  1) Upon any expiration of the Term or termination of the T&C Agreement for any reason the obligation and rights of the Parties hereto shall cease. Accordingly, the Influencer shall cease to make use of the VogaCloset Logos and any hashtags or other tags which refer to VogaCloset.

  2) Upon termination of the T&C Agreement by VogaCloset pursuant to Clause (6/2), VogaCloset shall pay the Influencer all due or outstanding fees.

  3) Any clause whose survival is necessary for the interpretation or enforcement of this T&C Agreement shall survive the termination of this T&C Agreement.

 

9. INTELLECTUAL PROPERTY

  1) VogaCloset hereby grants a non-exclusive, non-transferable, royalty-free, revocable license to the Influencer to use the VogaCloset Logos and name on the Deliverables to perform the Influencer’s obligations under the T&C Agreement.

  2) The Intellectual Property Rights in the Deliverables and associated goodwill (other than any Intellectual Property Rights in Third Party Materials and any associated goodwill therein) shall remain the property of the Influencer.

  3) The Influencer hereby grants VogaCloset a sole, indefinite, worldwide, royalty-free, assignable, sub-licensable, and non-revocable license that would allow VogaCloset to link to, publish on any platform, and to reproduce the Deliverables in whole or in part.

 4) VogaCloset reserves the right to protect its Intellectual Property and uphold its reputation by taking appropriate action against infringements as deemed necessary.

 

10. DATA

  1) Influencer acknowledges that VogaCloset has the right to process Influencer’s Personal Data in order to exercise its rights and perform its obligations under the T&C Agreement.

  2) VogaCloset shall inform the Influencer of its privacy policy regarding Personal Data.

 

11. CONFIDENTIALITY

  1) Each Party shall maintain strict confidentiality of all Confidential Information and shall be prohibited from disclosing such information to any third party, except where such information shall be disclosed for the purposes of delivering Deliverables in compliance with its obligations under this T&C Agreement.

  2) The obligation of confidence set forth in this T&C Agreement shall not apply to Confidential Information that:

      (a) is required to be disclosed by Applicable Laws;

      (b) was in the lawful possession of the receiving Party prior to or at the time of disclosure by the other Party;

      (c) is subsequently acquired from a third party without any obligation of confidence; or

      (d) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party.

  3)  This Clause shall continue to be in force notwithstanding the expiry or termination of this T&C Agreement for any reason.

 

12. WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY

  1) The Influencer represents, warrants, and covenants that:

      (a) Influencer has the full right and authority to enter into this Agreement to deliver the Deliverables.

      (b) The Influencer shall perform services in a professional, lawful and workmanlike manner and shall apply such time, attention, resources, and skill as may be necessary for the due and proper delivery of the Deliverables.

      (c)The Influencer is not bound by any  contractual or other obligation, prior or existing, which would prevent, limit, restrict, or in any way affect the Influencer’s liability to: enter into the T&C Agreement; deliver the Deliverables; or confer any rights (including, without limitation, the right and permission to license the Intellectual Property Rights in and the use of the Deliverables to VogaCloset in accordance with the terms of the T&C Agreement) or perform any obligations under the T&C Agreement.

  2) Nothing contained in this T&C Agreement shall exclude or limit liability for death or personal injury resulting from negligence or any other liability under Applicable Laws.

  3) VogaCloset’s liability to the Influencer within the bound of this T&C Agreement shall be limited to the “Fees and Expenses” agreed upon.

 

13. RELATIONSHIP BETWEEN THE PARTIES

Nothing contained in this Agreement shall be taken to establish any partnership, association, joint venture, agency, franchise, or employment relationship between VogaCloset and the Influencer. It is hereby understood and agreed that the Influencer is an independent Contractor and will, at all times, act as such.

 

14. ANTI-BRIBERY AND CORRUPTION

The Parties acknowledge that they have not and shall not, directly or indirectly give, promise, offer or authorise; or otherwise accept, request, receive or agree to receive, any payment, gift, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in violation of the Applicable Laws relating to anti-bribery, anti-corruption, modern slavery and facilitation of tax evasion.

 

15. FORCE MAJEURE

Neither Party shall be liable for any failure of either Party to perform its obligations under this T&C Agreement, in whole or in part, if delayed, prevented, or hindered by circumstances beyond the control reasonable from this part. If such circumstances arise, the Party wishing to invoke such force majeure event shall immediately notify the other Party thereof and the obligations of the Parties under this T&C Agreement shall be suspended only to the extent necessary to take into account the force majeure event, until such circumstances cease to apply or the parties have agreed after reasonable negotiations in good faith to effect performance of a modified nature which is not restricted or precluded by prevailing circumstances. Performance of obligations under this T&C Agreement shall be resumed within a reasonable time of any circumstances affecting performance ceasing to apply.

 

16. NOTICES

All notices required under this Contract shall be made in writing and shall be delivered by e-mail to the following addresses:

• VogaCloset's Address:

[Please insert address]      

P.O Box: [*]          

E-mail: [IMT@vogacloset.com]         

• Influencer’s Address:

VogaCloset will reach out to the influencers through the contact details published on their social media page or through direct messages.             

 

17. Governing Law and Jurisdiction

This T&C Agreement shall be subject to the Laws of England and Wales and any dispute or disagreement between the Influencer and VogaCloset arising of or in connection to this Agreement, shall be referred to and settled by the Courts of England and Wales. The Parties consent to the jurisdiction of such courts and agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.

 

18. General Provisions

  1) Neither any failure nor any delay on the part of either party in exercising any right, power or privilege under the T&C Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power, or privilege.

  2) This T&C Agreement and all prior arrangements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof constitute the entire agreement.