Influencer Agreement Terms and Conditions

Influencer Agreement Terms and Conditions

Updated 15 October 2019

  1. DEFINITIONS
    1. In this Agreement, unless the contrary intention appears:
      1. Agreement means the Details, these terms and conditions including any schedules, attachments or annexures, as executed by the parties.
      2. Campaign Term means the date that this Agreement commences specified in the Details.
      3. Deliverables means the publication of social media posts or other content to applicable social media or publication channel(s) using the Talent’s social media account, and related services.
      4. Fee(s) means the fees payable for the Services as specified in the Details.
      5. GST has the meaning given to that expression in the GST Law.
      6. GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      7. Intellectual Property includes without limitation copyrights and related rights, industrial property (such as inventions, discoveries, industrial designs, trade marks, services marks, commercial names and designations, semi-conductor and circuit layouts), patents, patent applications and continuations, database rights, moral rights, trade secrets, know-how, designs, algorithms, mathematical treatise, and all other rights resulting from intellectual activity in the industrial, scientific literary or artistic fields whether arising by operation of law, contract, licence or otherwise. 
      8. Loss means all liabilities, charges, diminution in value or deficiency of any kind or character which a party pays, suffers, incurs or is liable for.
      9. Our Intellectual Property means all Intellectual Property owned, created or used by us.
      10. Payment Terms means the period set out in the Details.
      11. Services means the provision of the Deliverables and related services.
      12. Usage has the meaning specified in the Details.
      13. Usage Term means the term specified in the Details.
      14. Your Intellectual Property means the intellectual property provided pursuant to the Services specified in the Details. 
    2. PROVISION OF DELIVERABLES
      1. Talent agrees to deliver the Deliverables and provide related services to THE ICONIC as set out in the Details, in accordance with this Agreement.
    3. TERM AND TERMINATION
      1. This Agreement commences on the earliest date noted in the Campaign Term specified in the Details and terminates on the latest date specified in the Campaign Term specified in the Details.
      2. Either party may terminate this Agreement by giving 7 days’ written notice to the other party.
      3. On termination:
        1. You must cease to provide the Services; and
        2. We must pay any outstanding Fees payable to you for the Service provided prior to the termination date.
    4. FEES AND PAYMENT
      1. We must pay the Fee for the provision of Services.
      2. You will issue a tax invoice to us for the Fee after the Services are provided. We agree to pay this invoice in accordance with the Payment Terms.
    5. GST
      1. In this clause, expressions which are not defined, but which have a defined meaning in GST Law, have the same meaning.
      2. Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.
      3. If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this document. 
    6. DEFAULT
      1. If either party (the First Party):
        1. Commits a material breach of this Agreement and fails to rectify that breach within 7 days of notice to do so;
        2. Being a corporation, goes into liquidation or a mortgagee, agent, receiver controller or administrator is appointed in respect of the whole or any part of its assets; or
        3. Being an individual, dies, commits an act of bankruptcy or takes advantage of any law relating to bankruptcy; The other party can by giving the First Party seven (7) days’ written notice terminate or suspend the Agreement until any outstanding Fees have been paid or Services have been provided.
    7. INTELLECTUAL PROPERTY
      1. You retain editorial and creative control of the content of the intellectual property specified as Your Intellectual Property in the Details.
      2. You grant Us the right to use Your Intellectual Property for the Usage and Usage Term specified in the Details. 
      3. If the Services specified in the Details involve the delivery to Us of completed images, content or other material, ownership of such images, content and material vest in Us on and from delivery. 
      4. We retain editorial and creative control of the content of the intellectual property specified as Our Intellectual Property in the Details; nothing in this Agreement has the effect of transferring or assigning any of Our Intellectual Property to You.
    8. INDEMNITY
      1. You agree to indemnify and hold us and our related entities, affiliates, and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees:
        1. suffered by us as a result of any breach of this Agreement; and/or
        2. made by any third party due to or arising out of the your breach of this Agreement or your violation of any law or the rights of a third party (including but not limited to Intellectual Property rights).
    9. PRIVACY AND CONFIDENTIALITY
      1. Both parties and their employees, officers and consultants (as applicable), agree to keep confidential the existence of this Agreement, the Fee and all other information relating to this Agreement, except to the extent that this information is disclosed by law or other party consents in writing to any disclosure.
    10. GENERAL
      1. (Entire agreement) By agreeing to an Agreement which references these Terms and Conditions, the parties agree to be bound by all of the provisions of the Agreement including these Terms and Conditions.   The Agreement, these Terms and Conditions, and any warranties implied by law which are not capable of being excluded or modified embody the whole agreement between the parties. All previous negotiations, representations, warranties, arrangements and statements (if any), whether expressed or implied, including any terms, collateral agreement or warranty, regarding the subject matter or the intentions of either of the parties are merged in these Terms and Conditions and otherwise are hereby excluded and cancelled.
      2. (No Assignment) Neither party may assign any right under this Agreement without the consent of the other party.
      3. (Currency) All values included in this document are denominated in Australian Dollars unless otherwise indicated.
      4. (Variation) A variation of this Agreement must be in writing and signed by the parties.
      5. (Governing Law and Jurisdiction) This Agreement is governed by the laws of New South Wales, Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.
      6. (Severability) Any provision in this Agreement which is invalid or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent only of such invalidity or unenforceability and will not invalidate the remaining provisions of this Agreement.
      7. (Waiver) No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.
      8. (Relationship of the parties) This Agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties. 
      9. (Force Majeure) If a party is unable to perform any obligation under this Agreement (other than payment of money) by force majeure then that party shall be excused from and shall not be liable for failure to perform that obligation. Force Majeure means any event outside the control of a party or the Model, including, without limitation, any act of government (including the imposition or variation of any law, rule, order, ordinance or regulation), accident, fire, insurrection, war, act of God, natural disaster, sabotage, strike or industrial action, embargo or delay in transportation attributable to third party carriers or customs authorities.
      10. (Disputes) Any disputes arising in connection with this Agreement which cannot be settled by negotiation between you and us or our representatives shall be submitted to mediation. The mediation will be conducted in accordance with the Guidelines of ADC which set out the procedures to be adopted, the process of selection of the mediator and costs involved and the terms of those Guidelines are incorporated in this Agreement.
      11. Nothing in clause 10.10 is to be taken as preventing a party from seeking urgent interlocutory relief.
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