Influencer Terms & Conditions
1.1. You (the “Influencer”) have agreed to provide certain services to Etergo B.V. (“Etergo”), which include the publication of online posts (“Posts”) on social media platforms (“Platforms”) with the aim to promote the brand of Etergo (the “Brand”).
1.2. The following terms and conditions (“T&C’s”) and any other guidelines or requirements as Etergo may impose on the Influencer, form the contract (the “Contract”) under which the Influencer, as an independent contractor, provides the services to Etergo.
2. Criteria for Influencers
2.1. To become and stay an Influencer for Etergo, the Influencer must meet the following criteria and must continue to meet these criteria during the term of this Contract:
a. be at least 16 years old;
b. have an active and engaged social media profile on the Platforms as indicated by Etergo; and
c. have a social media profile that is aligned with Etergo’s values.
3.1. The influencer agrees that:
a. Etergo must approve each Post before the Influencer may publish the Post on the agreed Platforms. Etergo may withhold approval in its absolute discretion.
b. Once a Post has been approved by Etergo, the Influencer will publish the post to the agreed Platforms without delay, but no later than 48 hours after the Post being approved (unless Etergo stipulates a different timeline).
c. The Influencer may not edit a Post after Etergo has approved the Post.
d. The Influencer is solely responsible for the publication of the Post.
e. After a Post is published, the Influencer will not publish any Post where the effect of publishing such additional Posts would be to reduce the prominence of the earlier Post. Each Post must stay on the top of your feed for minimum of 5 hours.
f. Etergo has the right at any time to moderate any Post after publication and the Influencer will immediately make any reasonable modification or amendment requested by Etergo.
g. Etergo has the right at any time to request that the Post will be removed and the Influencer will comply with such a request immediately upon receipt of such notification.
4.1. The Influencer represents and warrants that each Post:
a. complies with all applicable laws and regulations as well as industry self-regulation relating to influencer marketing, including the Reclamecode Social Media (NL), the CAP Code (UK), and Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (USA).
b. complies with all terms and conditions set by the Platform on which the Post is published by the Influencer.
c. discloses the fact that the Influencer is being paid by Etergo. All Posts should be transparent and labeled with appropriate disclosures, such as #ad. Etergo expects Influencers to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored Posts.
d. does not contain any content which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.
e. does not contain any content that is indecent, discriminatory, or offensive or contains or promotes aggressive or illegal behavior or sexually suggestive imagery.
f. does not violate the privacy rights, contract rights, intellectual property rights or other rights of any person, corporation or entity.5. Non-compete obligation
5.1. The Influencer shall during the term of this Contract, not publish any Posts for a company that can reasonably be regarded as a competitor of Etergo.
6.1. The Influencer shall keep secure and not at any time disclose to any person any information relating to Etergo which can reasonably be considered to be confidential, including but not limited to details of our business methods, finances, prices or pricing strategy, marketing or development plans or strategies and any other information made available to you which is or ought reasonably to be considered confidential in nature.
7.1. Influencer shall not misrepresent the size of its audience or its numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behavior such as (but not limited to), purchasing followers, likes or engagement.
7.2. In the event that Etergo suspects (in its sole discretion) that an Influencer is not complying with the requirement for followers to be authentic and organically grown, Etergo reserves the right to immediately terminate the Contract with the Influencer.
8. Integrity of the Brand
8.1. The influencer acknowledges that it will not parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way, and that such behavior would entitle Etergo to terminate the relationship with the Influencer with immediate effect.
9. Limitation of liability
9.1. Etergo shall never be liable to the Influencer or any third party for damages that arise from the content of any Post.
9.2. Etergo shall never be liable to the Influencer for any loss of profits, reputation, business, goodwill or for any consequential damages.
9.3. Etergo’s liability to the Influencer shall never exceed the amount paid to the Influencer in any 12 months period preceding the event that gives rise to the liability.
10.1. The Influencer agrees to indemnify Etergo against any (third party) claims and expenses (including reasonable legal fees) arising out of a breach of this Contract or that is in any way connected with the content of any Post published by the Influencer, including but not limited to claims related to the infringement by the Influencer of any third-party intellectual property rights.
11. Compensation and payment
11.1. Etergo and the Influencer will agree on a compensation per Post that is approved and published (the “Post Fee”).
11.2. Etergo will pay the Influencer on a monthly basis, based on the agreed Post fee and the number of approved and published Posts.
11.3. Reasonable costs made by the Influencer in the execution of the services provided to Etergo, such as travel or accommodation costs, will only be reimbursed by Etergo if the Influencer has received prior written approval by Etergo to incur such costs.
11.4. The Influencer is responsible for the accuracy of the nominated bank account or PayPal account details.
12. Compensation and payment
12.1. This Contract shall be governed by and construed in accordance with the laws of the Netherlands. The Courts of Amsterdam shall have exclusive jurisdiction over any claim related to this Contract.
AGREED AND SIGNED BY: