Terms & Conditions of Sale

01Definitions

• Campaign: all Services described in the Order Terms.
• Order Terms: any quote, proposal, purchase order, brief or confirmation email accepted by the Client, specifying in particular the Creators, deliverables, platforms, schedule, usage rights and price.
• Content: posts, videos, photos, stories, captions and any other content created by the Creators for the Campaign.
• Services: the services provided by the Agency under the Order Terms.
• Organic Use: non-sponsored resharing or reposting of the Content on the Client's own social media accounts.
• Paid Use: sponsored distribution of the Content (ads, Spark Ads, partnership ads, whitelisting or any equivalent process).

02Purpose and scope

These Terms set out the conditions under which the Agency provides the Client with consulting, Creator sourcing, coordination and monitoring services for influencer campaigns on social media. They apply to all Services of the Agency unless the Agency expressly agrees otherwise in writing.

03Formation of the contract and enforceability

3.1These Terms are provided to the Client with each quote or proposal and are available at any time upon request.

3.2The contract is formed when the Client accepts the Order Terms in any form: signature (including electronic), confirmation email ("approved", "go" or equivalent), purchase order, or payment of all or part of the price. Such acceptance constitutes full acceptance of these Terms.

3.3The Order Terms prevail over these Terms, which prevail over any other document, including the Client's purchasing terms, unless the Agency expressly agrees otherwise in writing. The Order Terms and these Terms together form the "Agreement".

3.4In an ongoing business relationship, these Terms apply to all subsequent orders without being provided again. Their reference on invoices serves as a reminder.

3.5The Agency may amend these Terms at any time. The applicable version is the one in force on the date the Order Terms are accepted.

04Term

The Agreement is entered into for the duration of the Campaign. It ends upon full performance of the Services and full payment of the price, without automatic renewal.

Provisions on usage rights (for their own duration), payment, warranties, liability, non-solicitation, confidentiality and governing law survive termination, as does any provision which by its nature is intended to survive.

05Agency's obligations

5.1The Agency shall: select and propose Creators suited to the brief; negotiate and contract with them; coordinate the production of the Content; submit it for approval where the Order Terms so provide; monitor its publication; and deliver an end-of-Campaign report where agreed.

5.2The Agency shall use commercially reasonable efforts to perform the Services. It does not guarantee any result, including views, followers, engagement, clicks or sales. Statistics provided are those supplied by the platforms or the Creators.

5.3Each published Content remains online for at least 30 (thirty) days from publication, unless the Order Terms provide otherwise, except for formats that are ephemeral by nature (stories, Snapchat, lives, etc.).

5.4If a Creator withdraws, becomes unavailable, or if their account becomes unsuitable (suspension, controversy, etc.), the Agency shall inform the Client and propose a Creator with an equivalent profile. The Client may not refuse such replacement without legitimate reason. If no replacement is agreed within 15 (fifteen) days, the Services not performed shall give rise, at the Agency's option, to a credit valid for 6 (six) months or to a refund of the amounts paid for those Services only, to the exclusion of any other compensation.

5.5The Agency has no obligation to verify the quality, compliance or safety of the Client's products and services.

06Client's obligations

6.1Brief. At least 20 (twenty) days before the requested date of the first publication, the Client shall provide all necessary information: brief, key messages, approved claims, mandatory disclosures, brand assets, links and discount codes.

6.2Products. The Client shall provide, free of charge and at its own shipping cost, the necessary products or access to services, within the agreed schedule. Unless the Order Terms provide otherwise, products sent to Creators will not be returned. If a Creator defaults, the Agency shall claim the return of the products under its agreement with that Creator and hold them at the Client's disposal, at the Client's expense.

6.3Approval. Where the Order Terms provide for prior approval, the Client shall approve each Content or request changes in writing within 3 (three) business days of receipt. Failing this, the Content is deemed approved. Change requests must remain within the initial brief; Creators retain their own tone and editorial freedom.

6.4Cooperation. The Client shall promptly inform the Agency of any event likely to affect the Campaign (product recall, stock shortage, dispute, media crisis, etc.).

6.5Delays. Delays attributable to the Client postpone the schedule accordingly, without liability for the Agency. Any additional costs charged by Creators as a result shall be borne by the Client, upon supporting documentation.

6.6Agents. Where the Client acts on behalf of an advertiser (agency, distributor, platform), it warrants that it has the necessary authority, shall disclose the advertiser's identity and contact details upon request, and remains jointly and severally liable with the advertiser for payment of the price.

07Usage rights in the Content

7.1Intellectual property rights and rights of publicity (image, likeness, voice, name) in the Content belong to the Creators. The Agency obtains from the Creators the usage rights set out in the Order Terms and grants them to the Client within the same limits.

7.2Organic Use. Where the Order Terms so provide, and subject to the authorization obtained from the Creator, the Client may make Organic Use of the Content for 6 (six) months from publication, without modifying it and provided the Creator is credited (tagged) on each repost.

7.3Paid Use. Paid Use is permitted only if provided in the Order Terms, for the duration, media and territories stated therein. Advertising authorization codes (Spark Ads, partnership ads, etc.) are provided for that sole purpose. The duration of Paid Use runs from the date the Creator provides them or, where no code is required, from publication of the Content. The Agency shall use its best efforts to obtain such codes from the Creators on time. A Creator's failure to provide them does not constitute a breach by the Agency and, absent a solution, gives rise to a credit or a refund of the portion of the price corresponding to the Paid Use concerned only.

7.4Any use beyond these rights (duration, media, territories, modification of the Content, inclusion in other advertising, TV, out-of-home, packaging, AI-generated content reproducing a Creator's likeness or voice) requires the Agency's prior written consent and additional compensation.

7.5Usage rights vest only upon full payment of the price. In case of non-payment, the Agency may suspend the rights and require the removal of Content distributed by the Client.

7.6Upon expiry of the rights, the Client shall cease all Paid Use and any new posting of the Content, and shall remove organic posts upon the Agency's request.

7.7The Client shall indemnify the Agency against any Creator claim arising from use of the Content beyond the rights granted.

7.8Exclusivity. No exclusivity is granted by the Creators unless expressly provided in the Order Terms, against additional compensation.

Summary of usage rights

08Compliance with influencer marketing regulations

8.1Each Party shall comply with the advertising and influencer marketing rules applicable in the countries targeted by the Campaign, including in the United States the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and in France Law No. 2023-451 of June 9, 2023 and its implementing texts.

8.2The Client warrants that its products and services are lawful in the targeted countries and do not fall within a category whose promotion through influencers is prohibited. It shall notify the Agency in writing, before the Campaign starts, of any product or service in a regulated category and of the related mandatory disclosures. It warrants that the claims in the brief are truthful, substantiated and documented.

8.3The Agency contractually requires Creators to clearly and conspicuously disclose the commercial nature of the Content and to follow the brief. The Client shall not ask any Creator, directly or through the Agency, to conceal that commercial nature or to make any unapproved claim.

8.4The Client acknowledges that applicable law may hold the advertiser, its agents and the Creator liable to third parties. As between the Parties, the Client alone bears the consequences of any breach relating to its products, services, claims and instructions, and shall indemnify the Agency under Section 13.

8.5The Agency may immediately suspend all or part of the Campaign if continuing it would expose the Agency or a Creator to a breach of applicable law, without compensation to the Client.

8.6Where published Content proves not to comply with applicable law or the approved brief, the Agency shall, upon the Client's written request or on its own initiative, have the Creator correct it or, where correction is not possible, remove it as soon as reasonably practicable. Removal carried out on this basis shall not constitute a breach by the Agency of Section 5.3. Where the non-compliance results from the Client's products, materials, claims, or instructions, the price of the relevant Service remains payable.

09Price

9.1The price is set out in the Order Terms. It is stated in euros or US dollars, exclusive of taxes, and is a fixed, all-inclusive, non-revisable amount. It includes Creator fees and Agency fees, but excludes product shipping costs, bank charges and any exceptional costs approved in advance by the Client.

9.2Where the Client is a VAT-registered business established in a European Union member state, VAT is self-assessed by the Client under the reverse-charge mechanism. Any withholding tax is borne by the Client, who shall gross up its payment so that the Agency receives the full invoiced amount.

9.3Transfer and currency conversion fees are borne by the Client.

10Payment terms

10.1Unless the Order Terms provide otherwise, the price is payable as follows: 50% as a deposit, upon receipt of the invoice issued when the Order Terms are accepted; the balance upon publication of the last Content of the Campaign. The Campaign (Creator outreach, product shipping) starts upon receipt of the deposit.

10.2Unless stated otherwise, invoices are payable by bank transfer: the deposit upon receipt, the balance invoice within 15 (fifteen) days and any other invoice within 30 (thirty) days of their issue date.

Payment schedule (unless the Order Terms provide otherwise)

10.3Payment by a third party (media agency, purchasing entity, platform) discharges the Client only upon actual receipt of the funds by the Agency.

10.4Any invoice dispute must be notified in writing, with reasons, within 8 (eight) days of receipt; otherwise the invoice is deemed accepted. A partial dispute does not suspend payment of the undisputed portion. The Client may not set off any amount without the Agency's written consent.

11Late payment

11.1Any overdue amount bears interest from the day following the due date, without prior notice, at the rate of 1% per month (12% per annum) or the maximum rate permitted by applicable law, whichever is lower. The Client shall also reimburse all reasonable collection costs, including reasonable attorneys' fees.

11.2If the delay continues 8 (eight) days after written notice, the Agency may also: suspend ongoing and future Services; suspend usage rights under Section 7.5; and declare all amounts owed by the Client immediately due, even if not yet due.

12Cancellation and postponement

12.1Any cancellation of the Campaign by the Client after acceptance of the Order Terms must be notified in writing. The following amounts are then due to the Agency, cumulatively:

The total may not exceed the total price of the Campaign. The deposit is applied against these amounts; any surplus is refunded to the Client and any shortfall is invoiced.

12.2Any postponement requested by the Client is accepted subject to Creator availability. Any resulting additional costs are borne by the Client. A postponement without a new date set within 60 (sixty) days is treated as a cancellation under Section 12.1.

13Client's warranties and indemnification

13.1The Client represents and warrants that: it has the capacity to enter into the Agreement; it owns or is licensed to use the trademarks, logos, visuals and materials it provides; its products and services do not infringe any third-party rights and comply with applicable laws, including health, safety and labeling rules; and the information it provides is accurate and complete.

13.2The Client shall defend, indemnify and hold harmless the Agency and the Creators from and against any claim, action, penalty or proceeding by a third party or authority arising from its products or services, the materials it provided, its claims or instructions, or any use of the Content beyond the rights granted, including all resulting losses, damages and reasonable attorneys' fees.

14Limitation of liability

14.1The Agency is liable only for direct damages resulting from its proven fault.

14.2TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGENCY SHALL NOT BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL OR OPPORTUNITY; ACTS OF THE PLATFORMS (ALGORITHM CHANGES, CONTENT REMOVAL, ACCOUNT SUSPENSION, OUTAGES); PERSONAL STATEMENTS OR CONDUCT OF CREATORS OUTSIDE THE CONTENT; OR FAILURE TO ACHIEVE ANY COMMERCIAL OR AUDIENCE RESULT.

14.3THE AGENCY'S TOTAL AGGREGATE LIABILITY, ON ANY GROUND WHATSOEVER, SHALL NOT EXCEED THE AMOUNT, EXCLUSIVE OF TAXES, ACTUALLY PAID BY THE CLIENT FOR THE CONTENT OR SERVICE GIVING RISE TO THE DAMAGE, AND IN ANY EVENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE CAMPAIGN CONCERNED.

14.4The limitations in Sections 14.2 and 14.3 do not apply to the Agency's gross negligence, willful misconduct or fraud, or to bodily injury.

14.5Any complaint regarding a Content must be notified in writing within 30 (thirty) days of its publication. To the extent permitted by applicable law, any claim against the Agency must be brought within one (1) year from the event giving rise to it.

15Non-solicitation of Creators

15.1During the Campaign and for 12 (twelve) months after its end, the Client shall not contract, directly or through any intermediary other than the Agency, for any influencer services with a Creator proposed or introduced by the Agency or who took part in the Campaign. This restriction does not apply to a Creator with whom the Client can show in writing that it worked before the Agency's introduction.

15.2This obligation is essential to the Agency, whose business relies on sourcing and selecting Creators. The Parties agree that the Agency's damages from a breach would be difficult to calculate and that the following amount is a reasonable pre-estimate of such damages and not a penalty. In case of breach, the Client shall pay the Agency, as liquidated damages and for each Creator concerned, an amount equal to 50% of the sums paid or owed to the Creator for such engagement, with a minimum of USD 5,000 (or EUR 5,000 if the Campaign price is stated in euros).

16Confidentiality

16.1Each Party shall keep confidential all non-public information received from the other Party in connection with the Agreement, including prices, Creator fees, briefs, strategy, statistics and contracts, during the Campaign and for 3 (three) years after its end.

16.2In particular, the Client shall not disclose to Creators or third parties the Agency's prices or the financial terms the Agency negotiated with Creators.

16.3Information that becomes public without fault of the receiving Party, or whose disclosure is required by law or by an authority, is not confidential. Each Party may disclose confidential information to its professional advisers bound by confidentiality.

17References

Unless the Client objects in writing, the Agency may mention the Client's name and logo and showcase the published Content (links, screenshots) as references on its website, in its sales presentations and on its social media, excluding any financial information.

18Personal data

18.1Each Party shall comply with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR) and US state privacy laws where applicable, and acts as an independent controller for the data it processes.

18.2Creator data provided to the Client (identity, statistics, shipping addresses) shall be used solely for the Campaign and not kept longer than necessary.

18.3Where required by law, the Parties shall implement appropriate safeguards for transfers of personal data outside the European Union, such as the European Commission's standard contractual clauses.

19Independent contractors

The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise or employment relationship between them. Creators are independent contractors engaged by the Agency; they are not employees or agents of the Agency or of the Client. The Agency may use any subcontractor of its choice.

20Assignment

The Agency may assign or transfer all or part of the Agreement to any entity of its choice, to which the Client hereby consents. The Client may not assign or transfer the Agreement without the Agency's prior written consent. An assignment by the Agency shall take effect with respect to the Client upon written notice, and the Agency shall thereupon be released from its future obligations. A change of control of the Agency shall have no effect on the Agreement.

21Force majeure

Neither Party is liable for any failure caused by events beyond its reasonable control (natural disaster, epidemic, war, government action, major platform outage, etc.). Affected obligations are suspended for the duration of the event. If it lasts more than 30 (thirty) days, either Party may terminate the Agreement in writing without compensation; Services performed and amounts committed to Creators remain payable. Force majeure does not suspend the obligation to pay amounts already due.

22Termination for breach

If a Party breaches any of its obligations, the other Party may terminate the Agreement by written notice (including by email) if the breach is not cured within 15 (fifteen) days of a written notice to cure. If the Agreement is terminated due to the Client's breach, Section 12.1 applies. Termination is without prejudice to any damages owed to the non-breaching Party.

23Entire agreement, severability, waiver

23.1The Agreement is the entire agreement of the Parties on its subject matter and supersedes all prior agreements. It may only be amended in writing, including by email accepted by both Parties.

23.2If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force. The Parties shall replace it with a valid provision as close as possible to their original intent.

23.3A Party's failure to enforce a right does not constitute a waiver of that right. Any waiver must be in writing.

24Electronic signature and evidence

In accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act as adopted in the State of Colorado, electronic records and signatures have the same legal effect as paper records and handwritten signatures. Emails and messages exchanged between the Parties are valid evidence of their agreements, including acceptance of the Order Terms. Screenshots, platform statistics and exports, and electronic signature platform records constitute proof, absent evidence to the contrary, of the approvals, publications, and results they record.

25Notices

Notices are validly sent to the email addresses stated in the Order Terms or, failing that, to legal@sabai-lab.com for the Agency and to the Client's usual contact email address.

26Governing law, disputes, language

26.1The Agreement is governed by the laws of the State of Colorado, without regard to its conflict of laws rules.

26.2In case of a dispute, the Parties shall seek an amicable solution for 30 (thirty) days from its written notice. This step does not prevent either Party from seeking injunctive or provisional relief or bringing a collection action for undisputed invoices.

26.3Failing agreement, any dispute relating to the Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Denver, Colorado. The prevailing Party is entitled to recover its reasonable attorneys' fees and costs. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

26.4Notwithstanding Sections 26.1 and 26.3, where the Campaign targets an audience established in France, the Agreement is governed by French law, the courts of Paris have exclusive jurisdiction, and the French version of these Terms should be used.

26.5These Terms are drawn up in English. If translated, the English version prevails, unless the Client accepted the French version, in which case only the French version applies.