Client-Influencer Standard Terms and Conditions
These Standard Terms and Conditions are applicable to any agreement that forms between any Influencer [a social media personality who has an existing contractual relationship with Island Influencers (Private) Limited, to gain exposure among marketers, advertisers, promoters and/or businesses to secure opportunities to create and/or distribute social media content and/or perform actions through his social media networks] and a Client [a person who has an existing contractual relationship with Island Influencers (Private) Limited, to connect with Influencers] pursuant to the offer and acceptance communicated through Island Influencers (Private) Limited (IIPL), to the extent not inconsistent with any term or condition contained in such offer.
1. The Client retains the Influencer to create and/or distribute social media content and/or perform any action through his social media networks as detailed in the invitation to treat communicated by the Client to the Influencer as may be further clarified by the offer and any counter-offer exchanged between the Client and the Influencer (the ‘Parties’) leading to the forming of the agreement between them.
2. The Influencer shall perform the obligations assumed under the agreement formed between the Client and the Influencer (the ‘Client-Influencer Agreement’) by creating and/or distributing social media content and/or performing any action through his social media networks on behalf of the Client to conform with the specifications and instructions of the Client, abiding by the rules of the relevant social media platforms, and subject to the Client's acceptance and approval (‘Deliverables’). Any Deliverable shall be deemed to have been accepted and approved by the Client unless notified otherwise by the Client to the Influencer within 72 hours of the receipt thereof.
3. The Influencer represents and warrants that (i) he has the authority and ability to perform the obligations assumed by him under the Client-Influencer Agreement in a professional manner within the stated time period, as applicable, ((ii) all Deliverables will be original and does not infringe on any license, copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iii) Deliverables will not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, pornography or any other content that promotes intolerance, illegal activity, defamation/smear campaigns or otherwise infringe on the legal rights of others.
4. The Client shall provide the necessary content and briefing materials to enable the Influencer to perform the obligations assumed under the Client-Influencer Agreement.
5. Any social media content created by the Influencer under and in terms of the Client- Influencer Agreement shall be owned by the Influencer, but the Client shall be granted a worldwide, perpetual, fully paid-up, royalty-free, and fully sub-licensable right and license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute such content or any portion thereof in any and all forms of media or distribution methods (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing, or distribution of such content by the Client in the exercise of such right or license must be accompanied by credit to the Influencer as the creator thereof.
6. The Client has the ultimate decision on whether social media content created by the Influencer under and in terms of the Client-Influencer Agreement shall be published by the Influencer and should the Influencer be asked to reasonably modify any social media content being distributed or discontinue the performance of any action being carried out through his social media networks, the Influencer must comply therewith on a best effort basis without any undue delay and in the event of such request, the remuneration receivable by the Influencer under the Client-Influencer Agreement shall be revised on the basis of reasonability.
7. Either Party may terminate the Client-Influencer Agreement upon fourteen (14) days prior written notice if the other Party is in breach thereof and does not cure such breach within such time period in addition to any right or remedy that may be available to the Client under the Client-Influencer Agreement or applicable law. Further, in the event that the Influencer has breached the Agreement, the Client may instruct the Influencer to cease all activities or make clarifying statements, and the Influencer shall immediately comply therewith.
8.
During the course of the Influencer's performance of its obligations under the Client-
Influencer Agreement, the Influencer will receive, have access to and create documents,
records and information of a confidential and proprietary nature to the Client. The
Influencer acknowledges and agrees that such information is an asset of the Client, is not
generally known to the trade, is of a confidential nature and must be kept strictly
confidential and used only in the performance of the Influencer's obligations under the
Client-Influencer Agreement. The Influencer agrees that he/she will not use, disclose,
communicate, copy or permit the use or disclosure of any such information to any third
party in any manner whatsoever except to the existing employees of the Influencer or as
otherwise permitted by the Client in the course of the Influencer's performance of its
obligations under the Client-Influencer Agreement. Upon termination of this Agreement or
upon the request of the Client, the Influencer will return to the Client all of the confidential
information, and all copies or reproductions thereof, which are in the Influencer's
possession or control.
This obligation survives the end, cancellation, or termination of the Client-Influencer
Agreement.
9. In full consideration of the Influencer’s performance of his obligations under the Client- Influencer Agreement and the rights granted herein, the Influencer shall be paid the amount agreed upon between the Influencer and Client. This includes any agreed bonus incentives should the Influencer meet the agreed targets. All such amounts shall be paid by the Client only to IIPL for onward transfer thereof to the Influencer (after deducting any dues therefrom in terms of the agreement existing between IIPL and the Influencer) and the Client shall not under any circumstance whatsoever pay any such amount or part thereof directly to the Influencer. The Influencer hereby acknowledges and agrees that any such payment made by the Client to IIPL shall grant a valid discharge to the Client in respect of the obligations assumed hereunder by the Client to the extent thereof. The Influencer acknowledges further that the agreed upon remuneration represents the Influencer’s entire remuneration with respect to the Client-Influencer Agreement and the Client shall have no other obligation to make any payment whether as remuneration or reimbursement of expenses or costs incurred by the Influencer in connection with the performance of its obligations under the Client-Influencer Agreement.
10. Unless otherwise agreed between the Parties, the Client shall make the agreed remuneration to the Influencer within 14 days of the completion of the performance of the obligations assumed by the Influencer under the Client-Influencer Agreement.
11. If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such Party, then such Party shall be excused from such performance during the pendency of such cause.
12.
Any doubt, difference, dispute, controversy or claim arising from, out of or in connection
with the Client-Influencer Agreement, or on the interpretation thereof or on the rights,
duties, obligation or liabilities of either Party thereto or on the operation, breach,
termination or invalidity of this Agreement shall:
(a) first be attempted to be resolved amicably through discussions between the Parties
within fourteen (14) days from the date of receipt of any notice in respect thereof by one
Party to the other Party and IIPL where IIPL shall act as a mediator, failing which;
(b) be resolved by arbitration held in Sri Lanka in the English language held in accordance
with the Rules of the Arbitration Centre of the Institute for the Development of Commercial
Law and Practice (ICLP) by a sole arbitrator. In the event that the Parties fail to agree
upon a sole arbitrator, an arbitrator appointed by IIPL at the request of the Party seeking
to initiate arbitration (the Party which has served the initial notice of arbitration relevant to
such doubt, difference, dispute or controversy) shall function as the sole arbitrator in
resolving such doubt, difference, dispute or controversy. Nothing contained herein shall
preclude any Party from instituting legal proceedings in any court of competent jurisdiction
to seek or obtain any interim injunctive relief against any other Party.
The Client-Influencer Agreement shall be construed and enforced in accordance with the
laws of Sri Lanka.