Affiliate & Collaborator Terms & Conditions
Agreement between: X (Collaborator/Ambassador) and Flexars of LaFlex Equestrian (International)
Ltd Christchurch Business Park, Christchurch, BH23 4FL, United Kingdom herein “Flexars”
Ambassador Obligations
1.1 Flexars agrees
to engage the Ambassador on the terms and conditions set out in this Agreement
and the Ambassador (defined below) agrees to promote Flexars products
("Endorsed Goods”).
1.2 The Ambassador agrees to perform the following services:
1.2.1 send at least:
(i) 1 post per month,
including reels, from the Ambassador’s Instagram account;
ii) 2 stories per month, minimum three slides long, from the Ambassadors Instagram account;
1.2.2 follow any other reasonable guidelines given by Flexars from time to time as to the content of each such post, (together, the “Services").
1.3 In each social media post the Ambassador agrees to:
1.3.1 mention the Endorsed Goods;
1.3.2 include affiliate links in stories at the request of Flexars directing individuals to Flexars’ website (Flexars shall provide the affiliate links and confirm the website that these links should direct to in writing from time to time);
1.3.3 include a discount code (to be provided by Flexars);
1.3.4 Include “#ad"; #equestrianstyle, #horseriding #equestrian, #equestrianlife #ridingtights
1.3.5 tag @flexars in the post
1.3.6 follow any other reasonable guidelines given by Flexars from time to time as to the content of each such post.
2 Duration
2.1 This Agreement Shall commence on (Date of acceptance of Collab invitation respons) and shall remain in force until the earlier of: (i) (to be decided);
and (ii) the date it is terminated in accordance with the terms of this
Agreement (the "Term").
3 Agent Obligations (where applicable)
3.1 The Agent shall procure that the Services are performed by (“Ambassador”). For the avoidance of doubt, the Agent shall remain liable for the Services completed by the Ambassador and will bear any costs in connection with the same.
3.2 The Agent shall and shall procure that the ambassador
shall:
3.2.1 provide the Services in a timely and professional
manner with the degree of skill and care expected of someone in their line of
business;
3.2.2 comply with the reasonable requirements of Flexars with regard to the
provision of the Services;
3.2.3 diligently and faithfully act as a promoter of Flexars and the Endorsed Goods;
3.2.4 respond to communications received from Flexars within a reasonable time;
3.2.5 when performing their obligations under this
Agreement, not to make any remarks or take any actions that are defamatory of
any person, obscene or in breach of any third party rights;
3.2.6 not do or permit anything to be done that may hinder or harm the Endorsed Goods or Flexars
image, trade or reputation. For the avoidance of doubt this shall include a
restriction on making and/or posting any negative and/or derogatory comments
regarding the Endorsed Goods and/or Flexars.
This obligation shall survive termination or expiry of the Agreement.
3.3 The Agent hereby grants and shall procure that the
Ambassador grants to Flexars an exclusive right and license to use the Content in connection with the production, advertisement, marketing, sale and distribution of the Endorsed Goods upon the terms of this Agreement. "Content" means any materials and marketing literature derived from the Services.
3.4 Flexars shall be entitled to use the Content in accordance with clause 3.3 for the duration of the Term.
3.5 The Agent warrants that the Ambassador shall not accept any bona fide third party offer for the Ambassador's endorsement, promotion, advertising or other affiliation of any Competitors for the duration of the Term. "Competitors" means any third party which manufactures, distributes, licenses, and/or sells Equestrian Riding Leggings/Jodhpurs etc.
4 Fees
4.1 Subject to performing the Services in accordance
with the terms of this Agreement and to the reasonable satisfaction of Flexars, Flexars shall:
(a) pay the Agent/Ambassador
X, Z% Sales (to be decided in platform) (“Fees“);
(b) provide the Ambassador with monthly products sold on the Flexars’ website;
4.2 The Agent shall raise invoices to Flexars at the end of each month
during the Term. Flexars shall pay any agreed Fees to the account the Agent nominates monthly in arrears 30 days after the issue of invoices by the Agent. The Fees shall be exclusive of any applicable sales tax.
5 Confidential information
5.1 In this clause, "Confidential Information"
means all information disclosed (whether in writing, orally or by any other means and whether directly or indirectly) by a party ("Disclosing Party") to the other party ("Receiving Party") whether before or after the date of this Agreement including, but not limited to, information
relating to the Disclosing Party's products, operations, processes, plans or
intentions, product information, know-how, design rights, trade secrets, market
opportunities, business affairs and/or any information relating to the
Agreement, including details of remuneration, the Ambassador's obligations,
duration and/or termination of the Agreement.
5.2 During the term of this Agreement and after termination or expiry of it for any reason the Receiving Party shall: (i) not use
Confidential Information for a purpose other than the performance of its
obligations under this Agreement; (ii) not disclose Confidential Information to
any person except with the prior written consent of the Disclosing Party except
where required by law, a regulatory body or by the London Stock Exchange; and
(iii) make every effort to prevent the use or disclosure of Confidential
Information. For the avoidance of doubt, the obligations contained in this
clause 5 shall survive termination or expiry of the Agreement
6 Indemnity
6.1 The Agent and/or Ambassador shall indemnify and keep indemnified Flexars from and against all claims, damage, losses, costs (including,
without limitation, all reasonable legal costs), expenses, demands or
liabilities arising out of or in connection with: (a) any income tax,
employee‘s National Insurance contributions, interest, fines and/or penalties
thereon arising in respect of the Agent and/or Ambassador for which Flexars may be
called upon to account to HM Revenue and Customs and the disallowance of any
value added tax charged in respect of the services as allowable input tax for Y;
(b) any liability arising from any employment related claim or any claim based
on worker status (including reasonable costs and expenses) brought by the Agent
and/or Ambassador against Y arising out of or in connection with the provision of the Services; and (c) any unauthorised act or omission of or any negligence, wilful default or breach of duty in the provision of the Services by the Agent and/or Ambassador. If for any reason Flexars is required to pay or account for any
income tax, empIoyee's National Insurance or social security contributions,
fines, penalties or interest in connection with the payments set out in clause
4, Flexars shall be entitled
to deduct from any sums due to the Agent
7 Termination
7.1 Flexars at its sole discretion, may terminate this Agreement without liability to the Agent and/or Ambassador by giving 30 days written notice to the Agent if the Agent and/or Ambassador: (a) fails to perform their obligations or breaches any term of this Agreement; or (b) commits any act or omission which in Flexars’ opinion affects Flexars‘image or reputation in an adverse manner.
7.2 The Agent and/or Ambassador may terminate this Agreement without liability to Y by giving 30 days written notice to Flexars if Flexars materially breaches any provision of this
Agreement and fails to remedy the same within 30 days of receiving written
notice of the breach from the Agent and/or Ambassador.
8 Liability
8.1 Nothing in this Agreement shall exclude or restrict
either party's liability for death or personal injury resulting from the
negligence of that party. (a) loss of actual or anticipated profits, business
or revenue; (b) loss of goodwill or damage to reputation; or (c) any indirect,
special or consequential loss or damage howsoever caused.
8.2 Subject to clauses 8.1 and 8.4, Flexars shall not be liable to the Agent and/or
Ambassador in contract, tort (including negligence or breach of statutory duty)
or otherwise for any of the following losses or damages, whether direct or
indirect, arising out of, or in connection with this Agreement:
8.3 Subject to clause 8.1, the Agent and/or Ambassador shall not be liable to Flexars in contract, tort (including negligence or breach of statutory duty) or otherwise
for any of the following losses or damages, whether direct or indirect, arising
out of, or in connection with this Agreement: (a) loss of actual or anticipated
profits, business or revenue; (c) any indirect, special or consequential loss
or damage howsoever caused.
9 General
9.1 The Ambassador may not assign, transfer or subcontract any of their rights or obligations under this Agreement without the prior written consent of Flexars.
9.2 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by sending
the same by registered post or recorded delivery to the last known registered
office or address of the other party and any receipt issued by the postal
authorities shall be conclusive evidence of the fact and date of posting of any such notice.
9.3 No provision of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
9.4 This Agreement contains the entire understanding between Flexars and the Ambassador in connection with the matters herein contained and supersedes any previous agreements or undertakings (whether written, oral or implied) relating to the subject matter of this Agreement. The parties acknowledge that in entering into this Agreement neither has relied on any oral or written representation or undertaking by the other except as expressly incorporated in this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
9.5 No waiver, delay or other indulgence granted by either
party hereto to the other
in respect of any breach of this Agreement shall in any way prejudice or affect the
rights or remedies in relation to such breach
9.6 This Agreement shall be governed and interpreted in all
respects by the laws of England and Wales and the parties submit to the
non-exclusive jurisdiction of the English and Welsh courts, but this Agreement
may be enforced in any court of competent jurisdiction.
9.7 This Agreement does not constitute and shall not be
construed as constituting a partnership or joint venture, or an
employee-employer relationship or one of principal and agent, it being
understood that the parties are and shall remain independent contractors in all
respects. Neither the Agent, nor the Ambassador is not authorised to incur any
expenditure in the name or for the account of Flexars.
9.8 This Agreement
constitutes a contract for the provision of services and not a contract of
employment and accordingly the Agent and / or Ambassador shall be fully
responsible for the payment of National Insurance or social security
contributions and for the discharge of any income tax liability and value Added
Tax payable in connection with the provision of the Services and shall pay any
such contributions and taxes to the appropriate authorities.
9.9 Flexars
is under no obligation to offer further contracts or services to the Ambassador
nor is the Ambassador under any obligation to accept such contracts or services
if offered. The Ambassador is not obliged to make its services available except
for the performance of the Services under this Agreement. Both parties agree
that and intend that there will be no mutuality of obligations either during or
following the Agreement, whatsoever.
9.10 In accordance with HMRC rules on off-payroll working,
it is expected that as from 6 April 2021 a formal procedure will need to be
followed to assess whether a contractor falls within these rules. This will be
through the preparation and issue of a Status Determination Statement which, if
appealed, will be reviewed within 45 days of the appeal. If the outcome is that the Ambassador is deemed to fall within the off payroll working rules any
invoices issued by the Ambassador will need to be subjected to the deduction of income tax and national insurance before payment of the net amount. The
Ambassador hereby consents to Flexars preparing such Status Determination Status,
agrees to follow the procedure and provide the information required to process the invoice through Flexar’s payroll should it become necessary.
We hereby agree to the terms and conditions outlined above
For and on behalf of Ambassador
Signature
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Name
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Date
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We hereby agree to the terms and conditions outlined above
For and on behalf of Flexars
Signature
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Name
............................................................
Date
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