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Terms Of Agreement

 

This Terms and Conditions Agreement ("Agreement") is entered into between InfluHitch ("Company"), [ InfluHitch Private Limited, having its Registered Office at Goodwork Coworks, 3rd Floor, Akshay Tech Park, Plot No. 72,73 Epip Layout, Whitefield, Bangalore, South KA 560066 IN] and having CIN U58201KA2023PTC170702, GSTIN 29AAHCI0197C1ZL]and the brand ("Brand") upon the commencement of the first influencer marketing campaign executed between the parties. By participating in the campaign, the Brand agrees to be bound by the terms and conditions outlined in this Agreement.

 

Interpretation 

 

  1. In this Agreement, unless the context otherwise requires: 

  2. In reference to any statute, statutory provision, rule or regulation shall be deemed to include any amendment or re-enactment of the same. 

  3. Headings and subheadings to the clauses and sub-clauses of this Agreement are for ease of reference only and do not have any interpretative effect. 

  4. Words importing persons or parties shall include the natural persons or judicial persons, including an entity, partnership firm, organisation, operation, Company, HUF, voluntary association, LLP, joint venture, trust, limited organisation, unlimited organisation or any other organisation having legal capacity; 

  5.  Words importing the singular shall include the plural and vice versa, where the context so requires; 

  6. References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted; 

  7. Reference to one gender shall include a reference to the other genders; 

  8. References to the words “include” or “including” shall be construed without limitation; 

  9. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement; 

  10. The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement; 

  11. The word ‘written’ shall include writing in electronic form and ‘signed’ shall include electronic signature or any other electronic communication which signifies the sender’s or originator’s intention to be bound by such electronic communication. 

 

 

Obligations of InfluHitch:  

 

  1. Updates:

    1. The InfluHitch shall at the end of every month  share an indicative report highlighting the performance of the Brand for the campaigns that have been run by the InfluHitch.   

  2. Liability:

    1. Upon the instructions and requite list provided by the Brand, the InfluHitch shall be responsible for the Services mentioned herein. However, all the services provided by the InfluHitch , shall be performed under supervision of the Brand. The InfluHitch shall from time to time send the content and other material for approval and shall proceed with its publication after receiving written approval for the same. Once the content has been approved by the brand, in no event shall InfluHitch be responsible for the same.  Both Parties hereby acknowledge and agree that InfluHitch shall in no event be held responsible for any acts or omissions, negligence, misconduct, default committed by the concerned Influencer(s). The Brand Acknowledges that the Influencer(s) is/are not an employee of the InfluHitch, instead is/are engaged in the capacity of  an Independent Contractor.  

Obligations of the Brand

 

The Brand shall take care of the following requirements under this Agreement:- 

 

  1. Providing a Comprehensive Brief:The Brand is responsible to provide detailed brief and written instructions of the objective of the campaign and the expected outcome, creative requirements, target audience, and any other relevant information required from time to time. This brief should be provided in a timely manner to allow sufficient time for planning and execution. 

  2. Providing Access to Brand Assets:The Brand must provide access to all necessary brand assets, including logos, images, and other relevant materials that may be required for the campaign. 

  3. Timely Approval:The Brand must provide their affirmation within 3 days for all the content such as posts, images, and videos, that are created as part of the influencer campaign and sent to the brand for primary approval .Additional Delays in approval can impact the timeline and overall success of the campaign. Any additional delay caused in the campaign due to delayed approval from the brand, shall not impact the consideration receivable and time of payment  to the InfluHitch.  

  4. Compliance with Advertising Guidelines:The Brand must ensure that all influencer content complies with relevant advertising guidelines including but not limited to the  regulations, set forth by the Advertising Standards Council of India (ASCI). This includes proper disclosure of sponsored content and compliance with all other relevant regulations. 

  5. Performance Metrics:The Brand must establish and provide the InfluHitch with reports which encapsulate the clear performance metrics for the campaign, such as engagement rates, click-through rates, and conversions. This will help the  parties to measure the success of the campaign and also plan subsequent campaigns accordingly.  

  6. Training & Briefing:The Brand shall be responsible to provide the necessary training and assistance to the Social Media Influencer(s).   

 

Termination:  

 

This Agreement shall remain valid for the term mentioned above and may be renewed or extended through a written legal document for such further time-periods as may be mutually agreed upon between the Parties. However, this Agreement may be terminated: 

  1. Termination for convenience:Either party may terminate this agreement at any time for any reason by giving 30  (thirty) days written notice to the other party.

  2. Termination for cause:Either party may terminate this agreement immediately if the other party breaches any material term or condition of this agreement and fails to remedy such breach within 30  (thirty) Days after receiving written notice of the breach. 

  3. Termination due to insolvency:Either party may terminate this agreement immediately if the other party becomes insolvent or bankrupt, or if any proceedings are initiated against the other party for its liquidation or dissolution. 

  4. Termination upon completion of services:This agreement shall automatically terminate upon the completion of the influencer's services as set forth in the scope of work. 

Consequences of Termination:  

 

  1. All amounts due by the Brand to the InfluHitch as on the date of Termination will be duly credited to the InfluHitch by the 15th (fifteenth) day of the following month. 

  2. Upon expiry or termination of this Agreement all Confidential Information and any other materials which may have been provided by one Party to the other shall be forthwith returned and the returning Party shall certify such return and all copies thereof or any other material or information which cannot be returned, shall be destroyed completely. Moreso, termination of the Agreement shall also result in the expiry of any licence that is being given to the Brand by the InfluHitch.  

  3. Termination of this Agreement shall not relieve any Party of any of its obligations or liabilities and affect the rights and remedies of a Party, which have accrued prior to the date of termination. 

 

IP Rights

 

  1. Ownership of Intellectual Property:All Intellectual Property created or developed by the employees of the InfluHitch while providing services to the Brand shall remain the property of the InfluHitch unless all the Dues of the InfluHitch are cleared in entirety.  

  2. Licence to Client:The InfluHitch grants the Brand a non-exclusive, non-transferable licence to use the intellectual property created or developed by the InfluHitch’s employees solely for the purpose of the Brand’s business operations and only during the term of this agreement.  

  3. Brand Obligations: The Brand shall not reproduce, distribute, modify, or create derivative works of any intellectual property created or developed by the InfluHitch employees without the prior written consent of the InfluHitch. 

 

Confidentiality

  1. Privity:Parties agree that they will not use or disclose any Confidential Information to benefit a competitor, customer, individual, or other entity without the express written permission of the other Party. 

  2. Reasonable Protection:Parties further agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information, including, without limitation, implementing and enforcing procedures to minimise the possibility of unauthorised use or disclosure of Confidential Information.  

  3. Reasonable Disclosure:For the avoidance of doubt, Parties may disclose the Confidential Information to the extent required by law or order of a competent Court or governmental authority. However, in such a case, the disclosing Party must give the other Party prompt notice and consult with the other Party about whether to obtain a protective order or otherwise protect the confidentiality of the Confidential Information, all as directed by and at the other Party’s expense. 

  4. Exclusions:Confidential Information will not include any information that: 

  • Is or becomes part of the public domain through no act or failure to act of either Party; 

  • Was rightfully in Parties’ possession at the time of disclosure without restriction as to use or disclosure; 

  • InfluHitch rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; 

  • Is available freely in the public domain as on the Date of Execution, provided such information was released through authorised representatives. 

Nature of Relationship between parties

 

  1. Not Employee:Parties each acknowledge and agree that the personnel of the InfluHitch and the InfluHitch themselves shall not be treated as employees of Brand for purposes of any Applicable Law covering an employer-employee relationship. 

  2. No Partnership:Nothing in this Agreement will be construed so as to imply that a Partnership exists between the Parties. 

  3. Facilitator:The Brand acknowledges that the InfluHitch is merely a facilitator and does not hold any obligation in course of any transaction undertaken between the Brand and the Influencer(s) 

  4. Independent Contractor: The InfluHitch is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between the Brand and the InfluHitch. InfluHitch will not act as an agent for, or on behalf of, the Brand, or to represent the Brand, or bind the Brand  in any manner, unless under express and written agreement between the parties.  

 

Representatives and Warranties

 

  1. Competent to Contract: Each Party and its respective representative signing on such Party’s behalf has the full right, power and authority to enter into this Agreement and fully perform its obligations hereunder; 

  2. No Conflict: The making of this Agreement and such Party’s performance of all its obligations hereunder is not prohibited by or in conflict with any agreement between such Party and any third party; 

  3. Due Capability: They are duly able to carry out the terms of this Agreement in accordance with the Laws of the Republic of India, and possess all necessary licences and/or registrations necessary; 

  4. Binding: The provisions of this Agreement and all related documentation to implement the provisions of this Agreement constitute legal, valid and binding obligations and are enforceable against themselves in accordance with the terms of this Agreement, subject to Applicable Law.

Governing Law and Dispute Resolution

 

  1. This Agreement shall be governed and construed per the laws of India, and any disputes therein shall fall within the exclusive jurisdiction of the courts in Karnataka.  

  2. If any dispute shall arise between the Parties in connection with this Agreement the Parties shall seek to resolve any such dispute or difference amicably through a meeting between their respective authorised persons or business heads within a period of 15 (fifteen) days.  

  3. If the above-stated measure fails to bring any resolution or settlement then either Party may give to the other Party a formal notice in writing that the dispute or difference exists, specifying its nature, the point(s) in issue and its intention to refer the dispute to arbitration.  

  4. The dispute or difference shall be referred to and finally settled by arbitration by a mutually appointed sole arbitrator. The arbitration proceedings shall be conducted per the provisions of the Arbitration and Conciliation Act 1996 as amended from time to time. The venue of the Arbitration shall be at High Court of Karnataka and the language of Arbitration proceeding shall be English.  

  5. The award of the sole arbitrator passed in the above circumstances shall be accepted and binding as final and binding on the Parties. The costs of arbitration shall be borne by the Party against which the award is made. 

 

 

Working Process

 

Onboarding Process:

  1. The Brand shall provide all necessary information and materials required for onboarding, including but not limited to brand guidelines, product details, and target audience information.

  2. InfluHitch will review the Brand's requirements and objectives to ensure alignment with the influencer marketing campaign.

 

Campaign Ideation and Influencer Selection:

  1. Based on the Brand's requirements, InfluHitch will ideate and propose campaign concepts and strategies.

  2. InfluHitch will curate a selection of influencers whose audience and content align with the Brand's target market.

  3. The Brand shall review and approve the proposed influencers within the agreed-upon timeline of 3 days. If there is a delay in the approval process exceeding 3 days, InfluHitch reserves the right to take decisions in the best interest of the Brand to ensure timely campaign execution.

 

Brief Creation and Product Sending:

  1. InfluHitch will create a campaign brief containing all relevant details and guidelines for the influencers.

  2. The Brand shall provide the necessary products or materials to be used by the influencers for the campaign within 3 days of influencer finalisation.

  3. InfluHitch will facilitate the delivery of the products to the influencers.

  4. The Brand shall be responsible for any loss or damage to the products during transit, and in such cases, the Brand will be required to redispatch the products within 2 days of receiving intimation from the influencers.

 

Influencers Working and Content Creation:

  1. The influencers shall create and publish content as per the campaign brief and guidelines provided.

  2. The Brand shall review and provide timely feedback and approval on the content submitted by the influencers.

  3. The Brand is entitled to a maximum of two revision cycles for requested changes such as songs, captions, dresses, and other specified elements within the initial brief. However, changes that deviate from the initial brief will not be considered under the revision cycles. Each extra revision would be chargeable at Rs 5000/extra revision.

 

Post-Approval and Release:

  1. The Brand shall review and provide final approval for the content within the agreed-upon timeline of 3 days.

  2. If there is a delay in the approval process exceeding 3 days, InfluHitch reserves the right to take decisions in the best interest of the Brand to ensure timely campaign execution.

 

Payments and Invoicing:

  1. The Brand agrees to make payments to InfluHitch for the services rendered by the last week of each month.

  2. In the event of late payment, a late payment fee of 10% will be charged every fortnight until the outstanding amount is settled.

Additional Clause:

 

  1. By participating in the influencer marketing campaign, the Brand acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Agreement.

  2. Non-Exclusivity:  During the term of this agreement, the Service Provider shall  work with other Brands or companies in a similar industry, provided that the confidentiality clauses specified in this agreement are adhered to.  

  3. Non-Compete: Following the termination of the Branding Service Agreement  for any reason, the Brand agrees not to engage, directly or indirectly, in any business activity that competes with the Service Provider’s business . 

  4. Non-Solicitation: Following the termination of  the Branding Service Agreement  for any reason, the Brand agrees not to, directly or indirectly, solicit or attempt to solicit any customers, clients, or employees of the Service Provider for a period of 24 months. 

 

 

The terms and conditions of this Agreement shall become automatically active upon the commencement of the first influencer marketing campaign executed between the parties, and they shall remain in effect for the duration of the business relationship between the Brand and InfluHitch.

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