General Terms and Conditions:

The following terms and conditions apply to all Campaign Work Orders unless varied by mutual consent in the Campaign Work Order.

1. Appointment and Term

  1. You will create the Content and provide your Services (as set out in the Work Order Campaign and Section 3) in accordance with the terms of this Agreement and our reasonable instructions.
  2. You shall not create any Content or provide any Services until such time this Agreement is signed by Tailify. Tailify will not be liable to pay any Campaign Fees until this Agreement is signed by both Parties.
  3. This Agreement shall continue until terminated by either Party serving thirty days written notice on the other Party. Notwithstanding the termination of the Agreement the Influencer is obligated to continue with all live Campaign Work Order(s) which shall continue until the respective Campaign End Date(s).
  4. Unless otherwise set out in this Agreement the Influencer shall not terminate, suspend and/or cease the provision of his/her services until the Campaign End Date.

2. Services and Content 

The Services and Content to be performed and supplied by the Influencer are set out in each Campaign Work Order.

Notwithstanding the terms set out in each Campaign Work Order you will also comply with the following obligations or instructions:

  1. Content remains live for a minimum period of six (6) months from the go live date of the Content onto the Influencer’s social media channels,
  2. sending Content to Tailify in accordance with the Key Dates prior to posting, for written approval,
  3. newly created Content specific for this Campaign and not repurposed or repeated during the length of the Campaign,
  4. no affiliate links be used when referencing the Tailify’s Customer products, unless provided by the Tailify Customer,
  5. provide Tailify with analytics for Campaign Content 2 days after the Content goes live. Where possible these analytics must be  detailed screen shots that show every metrics possible for your account,
  6. once approved by Tailify and/or Tailify Customer, you can then upload the Content onto your agreed social media channels in accordance with the timing deadlines set out in Section 2,
  7. you shall keep your post live and not remove unless agreed by Tailify,
  8. allow Tailify and/or Tailify’s Customer to upload the Content onto agreed social media channels as set out in the Campaign Work Order,
  9. at any time, both during the Campaign Term and after the Campaign End Date remove or amend the Content immediately from the social media channels owned or controlled by the Influencer at the request of Tailify, and
  10. deliver your Services in a timely manner and in accordance with any Campaign Milestone Dates and where applicable amend the Content and resubmit for approval in line with any feedback from Tailify.

3. Fees and Payment Terms 

  1. Provided you perform your Services and deliver the Content in accordance with the terms of the Campaign Work Order you will be paid your Campaign Fees within thirty days of receipt of your invoice unless otherwise set out in each Campaign Work Order.
  2. Invoices to be sent to Tailify and/or directly to the relevant Client Success representative at Tailify, as instructed by Tailify.

4. Responsibilities and Quality

  1. The Influencer agrees not to engage in any practices in relation to promotion of the Content which artificially increase the perceived engagement with the Content.  By way of example only, such prohibited practices could include:

(i) paying (whether directly or indirectly) a third party to increase the number of likes on Content  and/or on the Influencer’s channels in order to make the Influencer and/or its content appear to have a wider and more engaged audience than it actually does,

(ii) using (or authorising others to use) automated means such as bots, software or programmes to increase the number of likes, comments, shares or other engagements with the Content,

(iii) non-human fraudulent likes or followers, and/or

(iv) other unethical, dishonest, non-organic or non-human methods of increasing perceived engagement with the Content.

Further you shall:

  1. ensure that all Content does not mention or feature any other brand names and the Content shall not be offensive, indecent, unlawful, obscene or that might reasonably be considered to be prejudicial, or to bring out and/or the Tailify Customer into disrepute,
  2. comply with all applicable laws and all rules, guidance, codes of practice and adjudications relating to you and the Services you provide to us and/or the Tailify Customer,
  3. ensure that the labels #ad or #advert or #paid is placed prominently and legibly on all Content, and that such label is visible to the viewer prior to the viewer engaging with such Content,
  4. ensure all Content are truthful, socially responsible, not defamatory or harmful to any third party, not illegal or offensive, not violent and do not depict dangerous or anti-social behaviour,
  5. not do anything which could be misleading in relation the effects of the use of the Brand,
  6. ensure that any opinions expressed by the Influencer in the Content are honestly held and are not exaggerated,
  7. not accept any work directly or indirectly from the Tailify Customer whilst this Agreement is in place or within a period of twelve (12) months from its termination,
  8. not during the Term of the Campaign and for a period of one (1) month thereafter, unless otherwise agreed in writing by the Tailify Customer, provide your services to any competitor of the Tailify Customer. A competitor would be any company / entity that could or does provide same or similar goods and/or services as that of the Tailify Customer and more specifically goods or services that are covered under the Campaign, and
  9. not include any third-party content or intellectual property rights (including by way of example, music, logos, other people, other branded products) in the Content unless it has obtained permission from the owner of intellectual property rights or third-party content.

In the event that Tailify or the Tailify Customer has a reason to suspect that the Influencer has breached its obligations under this Section 4 then Tailify may terminate this Agreement without liability and the Influencer will immediately refund all fees paid by Tailify to the Influencer.

5. Content Rights

  1. In relation to each Campaign and unless agreed in the Campaign Work Order, you will retain the ownership of your content including all material devised, created, by you (“Content”) in supplying the Services under this Agreement. Any content owned or licensed by us and/or Tailify’s Customers or third party licensors (“Non Influencer Content”) will remain the exclusive property of either Tailify or Tailify’s Customers or its third party licensors and shall not transfer to the Influencer in the event any part of this Non Influencer Content is included with and/or incorporated in any way into or with the Content.
  2. You consent that, at no additional fee, the Tailify Customer may use the Content produced for the Campaign on the Tailify Customer’s own social media sites including  websites during the Campaign and for a period not exceeding 6 months after the provided such use is organic and not paid media.. Tailify Customer may re-post the Content onto Tailify’s and/or the Tailify Customer’s own social media channels.

6. MEASUREMENT AND REPORTING

  1. The Influencer shall provide Tailify with such reports, analytics (which shall include but not be limited to, numbers of likes, comments, saves, views, impressions, reach, shares) as reasonably requested by Tailify within the time periods required by Tailify during and after Campaign in order to assist Tailify in reviewing the Campaign’s success and viewer engagement with the Content.
  2. The Influencer is also required to capture and hand over to Tailify that data the Influencer has access to in relation to the Campaign that may be required by Tailify in order to respond to Tailify’s Customer’s requests and/or to assist Tailfy in measuring and/or analysing the impact and success of the Campaign or simply for its internal business purposes.

7. WARRANTIES 

The Influencer warrants, represents and undertakes to Tailify that:

  1. he/she is over 18 years of age and if under this age will provide parent or guardian prior written approval before commencing the Campaign Work Order,
  2. has the right and power to enter into this Agreement,
  3. the use of the Content will not infringe any intellectual property rights or any other rights of any third party anywhere in the world,
  4. the Content is not defamatory, libellous, slanderous, obscene or likely to cause offence,
  5. he/she has not and will not commit a criminal offence; and
  6. he/she will not commit an act or omission that would or could cause Tailify and/or the Tailify Customer and its products or services or the Campaign any adverse publicity or reputational harm.

8. Confidentiality

  1. Neither Party to this Agreement shall disclose any information of a confidential nature including but not limited to ideas, Tailify Customer’s confidential discussions, marketing or business plans of Tailify or Tailify’s Customer or the details of the Fee or commercial terms relating to this Agreement or any Campaign of either Tailify or Tailify Customer (“Confidential Information”) to any third party. This duty of confidentiality will continue after the  termination of this Agreement.
  2. Confidential Information shall not include information which is in the public domain or which is required to be disclosed by law.
  3. For the duration of this Agreement and/or a Campaign and for one (1) year following its termination (for whatever reason), the Influencer shall not attempt to contact and/or engage a Brand (whether directly or indirectly) that the Influencer has had contact with or been contracted to work with via Tailify without prior written consent of Tailify.

9. Data Protection and Privacy 

  1. The Influencer agrees to Tailify holding and processing its personal data (as defined in EC Regulation 2016/679 known as the GDPR) in connection with the Campaign.
  2. Tailify and its third party subcontractors or processors shall process the Influencer’s data solely for the purposes of the Campaign and in accordance with Data Privacy Laws.
  3. “Data Privacy Laws” means all laws that relate to data protection, privacy, the use of information relating to individuals, and or the information rights of individuals including, without limitation, the Data Protection Act 1998, the Privacy and Electronic Communication (EC Directive) Regulations 2003 (as may be amended or replaced from time to time) and from 25 May 2018, the General Data Protection Regulation ((EU) 2016/679)); and “Personal Data means personal data as defined in the Data Privacy Laws.
  4. Each Party warrants that it and its third party subcontractors shall fully comply with its obligations under the Data Privacy Laws and under all other applicable laws, enactments, regulations, orders, standards, and other similar instruments relating to the control and processing of Personal Data.
  5. The Influencer will comply with our Privacy Policy, which is located at https://tailify.com/privacy-policy.

10. Liability

  1. Nothing in this Agreement shall exclude or in any way limit the Influencer’s liability where liability cannot be limited by law or for breaching (i) confidentiality, (ii) a third party’s intellectual property rights, (iii) Data Protection Legislation, and/or (iv) fraudulent misrepresentation, (v) causing reputational harm to Tailify, (vii) Section 1.4.
  2. Subject to liability arising under Section 1 (above) in no event will either Party be liable under or in connection with this Agreement for:

(i) loss of actual or anticipated income or profits;

(ii) loss of anticipated savings;

(iii) loss of data; or

(iv) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. 

  1. Save for liability arising under Section 1 and 2 (where liability shall be unlimited) in all other circumstances the Parties liability arising under this Agreement, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited in aggregate to the amount paid by Tailify to the Influencer under the Campaign Work Order from which that liability arose.
  2. You must conduct your own diligent enquiry before entering any Campaign and we take no responsibility and or liability arising from the Tailify Customer’s failure to perform.

11. General 

  1. Any notice required to be given under this Agreement shall be in writing signed by each Party and may be delivered by email.
  2. Unless otherwise set out in the Campaign Work Order no variation of this Agreement shall be valid unless it is in writing and signed by each of the parties to this Agreement. The Parties may update the Campaign Work via email.
  3. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
  4.  The failure of either Party to enforce or exercise at any time any term or any right under this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that Party’s later right to enforce or to exercise it.
  5. In the event of a conflict between this Agreement and any Campaign Schedule, the Campaign Schedule shall take precedence.
  6. This Agreement is personal to the Influencer and the Influencer may not subcontract, assign or delegate any obligations under this Agreement to any third party without the prior written consent of Tailify.
  7. The relationship of the Influencer to Tailify is that of an independent contractor.  This Agreement is a contract for the provision of services and not a contract of employment.  Nothing in this Agreement is intended to or shall operate to create a relationship of employment, partnership or joint venture of any kind between the Parties nor shall either Party be authorised to act as agent for the other.
  8. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
  9. This Agreement and any disputes or claims arising in connection with this Agreement and any Campaign Schedule shall be governed by the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England for the resolution of any dispute arising in connection with this Agreement and any Campaign Schedule.