GTC General Terms and Conditions of the-influencer

in the version from 16.03.2021

§ 1 General
the influencer GmBH, owner Laetitia Ecklé, Kreuzstraße 34, 33602 Bielefeld (hereinafter “agency” or “the-influencer”) mediates contractors to customers for cooperation and other projects requested by the customer. The contracts concluded between the agency the models and the customer, are liable to these general terms and conditions. This includes future business connections between the customer and the-influencer, even when there will not be an explicit mention of it by the contract parties. Though the agency is authorized to change the general terms and conditions at any time and conclude new contracts under the application of the new terms. The current version of the valid General Terms and Conditions can be viewed at any time at https://www.the-influencer.de/en/gtc.

§ 2 Contract closing
An order confirmation is concluded between the agency and the customer, which includes the concrete assignment details. Only performance figures and prices that are given in textual form (E-Mail, Fax or Letter) from the-influencer do apply. The costumer can accept the order confirmation by signature and submission of the signed documents in written form (E-Mail, Fax or Letter). The countersignature of offers is understood as a declaration by the management of the contract partner. The customer is responsible for the legal appearances set. This also applies if the countersignature is made without a stamp, provided that the declaration is fundamentally attributable to the customer's sphere. The customer is not allowed to mediate direct orders to contractors that were booked before via the-influencer or to send the contractor's contact data to third parties. Those contractors can only be booked via the agency. The customer is obliged to pay a contractual penalty three times the usual fee to the Influencer in case of contravention. The potential customer is also not allowed to mediate direct orders with contractors selected by the-influencer or pass on their contact details to third parties, even if no order is placed. Provided that the potential customer has signed the "Confidentiality and Data Protection Agreement for the Mediation of Influencers" prior to receiving the influencer suggestions, the potential customer is obliged to pay a contractual penalty of 5,000.00 € (Euro) to the models for any violation thereof.

§ 3 Duties and obligations
The agency mediates contractors for the performance of personal services on behalf of the client. In particular, the contractors can be, depending on the customers wish, models, promoters, fair hostesses, grid girls, moderators, influencers or similar. The billing and hiring of the constructors is made via the agency. The exact content of the contractual performance owed by the agency the- influencer or the contractor arises from the offer letter or the order confirmation. The customer shall ensure that the contractors are specifically informed about the scope of activities desired by the customer; this is regularly done in the context of social media campaigns by means of a briefing to be sent by the customer. The customer shall also ensure that the contractors receive product samples or clothing to be advertised if this is of importance to the customer for the implementation of the campaign. Outside of the briefing and the specific project order as well as possible deadlines, the contractors arranged for the client are free to organize their activities as they see fit. the-influencer does not guarantee recognition and approval of the contractor by the client and the public. The contractors are only obligated to perform work that is usually evident from the booking request, usually in connection with the presentation of goods or services. The contractors are not obliged to perform any further work and/or work that does not correspond to the contractual purpose. In particular, no work is owed that interferes with the intimate or personal sphere of the contractors. Likewise, the contractors are not obliged to perform the work to an extent other than agreed. If the customer insists on such activities, the contractor may refuse these activities and, in case of doubt, also refuse further execution of the contract. The Customer shall nevertheless remain obliged to pay the full agreed remuneration. The Client is prohibited from agreeing to booking changes or additions with Influencers during the campaign without the prior consent of the-influencer. Any booking changes made shall not affect the agreement between the agency and the contractor.

§ 4 Salary
The agency fee results from the offer or the order confirmation. Subject of the calculation are the fee of the commissioned model(s), the costs for the transfer of rights of use according to §9 ("BuyOut"), as well as travel expenses incurred. The-influencer shall be entitled to charge the Contractor an agency commission in the amount of 20% of the model fee plus buyouts. The total amount shall include the statutory value-added tax of currently 19% applicable at the time of the order. The agency the-influencer is entitled to demand advance payment in the amount of 50% up to 100% of the invoice amount stated in the order confirmation or the offer. This advance payment is payable within 10 days of the invoice date. The remaining amount is due at the time of performance and is also payable within 10 days from the date of invoice. In the event that a requested deposit / advance payment is not paid on time, the influencer is entitled to terminate the contract immediately. In this case, the client shall not be entitled to any compensation. the influencer shall retain the right to the deposit for the expenses incurred and the booking of the contractor, unless the client proves that the-influencer has not incurred any corresponding expenses and / or damages.

§ 5 Offset, Right of Retention
The customer has offset rights only if his/her counterclaims have been recognized by declaratory judgment or if they are undoubted by the agency or if they are doubted but ripe of adjudication in a court proceeding. The right of retention can only be alleged because of counterclaims from the respective legal relationship. In the absence of a down payment, the right of retention entitles to the-influencer, regardless of the right of termination (§4).

§ 6 Project failure / cancellation of an assignment
In the event of a project cancellation for which the Client is responsible, the Client shall remain obligated to pay the contractually agreed remuneration. The same applies to the cancellation of a project through no fault of the influencer or the contractor itself (e.g. cancellation or shortening of an event), unless the cancellation was due to force majeure. If a Contractor is absent due to illness or force majeure, the obligation of the influencer to provide the contractually agreed service shall lapse, insofar as it is not possible for the influencer to procure an equivalent replacement at short notice despite appropriate efforts. the influencer shall notify the Client of the cancellation without delay. In the event of cancellation of the order by the Client up to 2 weeks prior to the start of the project, a cancellation fee of 80% of the previously agreed total amount will be charged. In case of cancellation of the order by the customer less than 2 weeks before the start of the project, cancellation fees in the amount of 100 % of the previously agreed total hours will be charged. The assertion of a higher, actually incurred damage remains explicitly reserved.

§ 7 Rejection of a Contractor
In the event that a Contractor is rejected, the Client is obligated to inform the-influencer immediately in text form (e-mail) of the relevant reasons for this. If the reasons in this case are reasons that would justify immediate termination of an employee (e.g. refusal to work, insulting the client, business-damaging statements about the client, fraud, theft and embezzlement at the expense of the client, suspicion of a criminal offense, unauthorized taking of vacation, threatened sick leave, sexual harassment of colleagues, work time fraud), the client has the option to withdraw from the contract with immediate effect. In this case, only the working time worked up to that point is to be paid. If the customer fails to provide this justification or if the motives would not be sufficient for termination without notice, the contractor's rejection - regardless of the motive - shall be deemed to be a cancellation of the assignment in accordance with "§ 7. Cancellation of an assignment" and shall be charged with 80% of the total amount of the assignment. Upon rejection, the Client has the option (but not the obligation) to book another Contractor with the-influencer as a substitute. However, the-influencer is only obligated to arrange for an equivalent contractor if the contractor initially arranged was not properly selected. If the customer fails to reject the contractor, subsequent (damage) compensation claims are excluded. This shall not apply to claims for which the influencer has unlimited liability due to injury to life, body and health or due to gross negligence.

§ 8 Rights of use to photo and video recordings of the Influencer
For the agreement of rights of use to photo recordings of the Influencer, the Parties shall reach an explicit and separate agreement on the so-called "buy-out" and its scope. Rights of use shall only be granted after payment of the remuneration required for this purpose. A period of use begins with the actual use of the recordings, but no later than 2 months after the creation of the recordings. The Client shall provide the-influencer free of charge with a selection of the recordings made by the Client in digital form, which the-influencer may use comprehensively free of charge in any medium for its own advertising purposes and the Influencer may use free of charge for the MediaKit. Use by the Influencer shall only take place after the Client has begun to use the recordings. Any use beyond this in terms of content or time requires the express consent of the-influencer and, if applicable, separate remuneration in accordance with our buyout conditions. Rights of use to photographs shall only be transferred if the agency's invoice is paid in full and on time. Otherwise, the Client shall not be entitled to use the Contractor's photographs. If the Client nevertheless uses the photographs without full payment, the Client shall be obligated to pay the-influencer a contractual penalty in the amount of 100% of the agreed fee. For clarification, it is stated that the Client itself is responsible for additionally obtaining the Photographer's photographic copyright rights. Should the client himself act as an intermediary between the agency and another end customer, the rights of use agreed upon in the order confirmation shall be granted exclusively to the end customer under the conditions set forth in §9. In this case, the customer is not granted any rights of use. Should the Client nevertheless use the recordings, the Client shall be obligated to pay the-influencer a contractual penalty in the amount of 100% of the agreed fee.

§ 9 Liability and other obligations of the Customer
The Client undertakes to provide the-influencer with all documents and information necessary for the provision of the contractually agreed services in a timely, accurate and complete manner. In all other respects, the statutory provisions shall apply with respect to the Customer's liability, including with respect to the Contractors.

§ 10 Liability
The-influencer excludes liability for slightly negligent breaches of duty, provided that such breaches do not relate to damages resulting from injury to life, body or health or guarantees or do not affect claims under the Product Liability Act. Furthermore, liability for the breach of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely, shall remain unaffected. The same applies to breaches of duty by the contractors. If the liability of the-influencer can be limited or excluded in accordance with these General Terms and Conditions, this shall also apply to its vicarious agents.

§ 11 Duty of notification of defects
The customer is obliged to register a complaint in written form immediately, but at least during the next 4 workdays after service provision, to the-influencer. Otherwise, the service is deemed as approved.

§ 12 Final Provisions
This Agreement shall be governed by German law. Should individual points or provisions of this agreement be invalid, the remaining points shall remain unaffected. The invalid provision shall be replaced by the statutory provision. Amendments to this agreement must be made in text form (e-mail) and may only be agreed to by the respective management on the part of the parties. The place of jurisdiction for all claims arising from the contract is Bielefeld.