These Terms and Conditions are made between Digicel (Trinidad & Tobago) Limited (Trend herein after called The Company) and the Influencer and incorporate the Influencer Short Form Agreement. For the purposes of this Agreement, the following words and expressions shall have the following meanings unless the context otherwise requires:
- ENGAGEMENT AND PURPOSE
1.1 Subject to the terms set forth in the Influencer Short Form Agreement (The Agreement’), the Company engages the Influencer during the Term to promote certain Company brands and content through the specified Platforms and to participate in Company events as applicable.
1.2 The Influencer will receive no additional compensation beyond what is set out in The Influencer Short Form Agreement, which shall: - INFLUENCER’S OBLIGATIONS
2.1 The Influencer agrees to promote the Company’s brand and content in accordance with the following guidelines:
2.1.1 The Influencer must conduct themselves in a professional manner, refraining from any actions that may bring the Company, its Affiliates, or its products into disrepute.
2.1.2 The Influencer may use their image or likeness with other brands as long as they do not compete with the Company’s products, brands and/or services or bring the Company into disrepute during the course of the term.
2.1.3 The Influencer will not enter into any agreement with a competitor of the Company, which includes other entities or persons engaged in the telecommunications, digital media and/or advertising sector (“competing products and/or services”), during the Term.
2.1.4 The Influencer must not display or promote any competing products or services during the course of the term.
2.1.5 The Influencer will not grant any rights or obligations to competitors of the Company during the Term.
2.1.6 The Influencer agrees to post the agreed number of social media posts as specified in the Influencer Short Form Agreement, using any provided content or creating their own in accordance with the Company’s requirements. Instagram and Facebook stories must remain active for 24 hours on the Influencer’s social media platform, and all other posts must remain active for the duration specified in the Agreement. Posts must:
- Include the Company’s hashtags and/or links.
- Avoid vulgar language, or references to religion or politics.
- Encourage audience engagement, such as comments, likes, and shares.
2.1.7 The Influencer agrees to remain in communication with the Company, respond promptly to messages, and address concerns within 48 hours in relation to the content being produced for The Company.
2.1.8 The Influencer will comply with all applicable laws, including adding #sponsored or #ad to posts, and a disclosure statement as required by applicable laws.
2.1.9 The Influencer agrees that:
- The Company may monitor their social media accounts for compliance.
- The Company may use the Influencer’s name, likeness and social media profile in campaign materials and case studies.
- All information related to services and any content is confidential and must not be disclosed without the Company’s permission.
- The Company retains ownership of its intellectual property.
- The Influencer will personally perform all required services.
- The Influencer’s content will be original and will not infringe on third-party rights.
- The Influencer grants the Company a perpetual, transferrable, royalty-free right to use any content created for the Company.
- No employment or partnership relationship exists between the Influencer and the Company.
2.2 A breach of any of the obligations in clause - 2.1 constitutes a material breach of this Agreement and is incapable of remedy.
- INDEMNITY
3.1 The Influencer agrees to defend, indemnify, and hold harmless the Company and its Affiliates from any claims, liabilities, suits, losses, damages, and expenses (including attorney fees) arising from the Influencer’s breach of this Agreement, any violations of applicable law, or third-party claims related to the Influencer’s work.
3.2 The Company will not be liable for any indirect or consequential damages. The Company’s liability will not exceed the fees paid to the Influencer under this Agreement. - RIGHTS AND OBLIGATIONS OF THE COMPANY
In consideration for the Influencer’s performance, the Company will provide compensation as set out in Schedules A and B, which form part of this Agreement. - TAXATION
5.1 The Influencer is responsible for all taxes, including National Insurance, personal taxation, and VAT, arising from this Agreement. The Influencer shall indemnify the Company for any tax-related liabilities.
5.2 The Company may withhold taxes if required and will provide the necessary documentation for tax purposes. - CONFIDENTIALITY AND INTELLECTUAL PROPERTY
6.1 The Influencer agrees not to disclose any Confidential Information related to the Company’s business, clients, suppliers, or promotions, except as required by law.Confidential Information includes proprietary, financial, technical, and trade secret information.
6.2 The Influencer grants the Company unlimited use of any work product developed during the performance of services, including social media posts, pictures, videos, recordings, and designs. The Company has the right to use the Influencer’s name, likeness, and content for promotional purposes without additional compensation.
6.3 The Influencer warrants that entering into this Agreement will not breach any prior obligations with third parties and that no third-party intellectual property will be used without authorization.
6.4. The independent Influencer relationship contemplated by this Agreement is to conclude in accordance with the Influencer Short Form Agreement.
6.5. This Agreement may be terminated by the Company at any time without written notice or any further payment if:
A. the Influencer commits a material breach of any of his obligations hereunder and shall not remedy such breach (if same is capable of remedy, in the reasonable opinion of the Company) within forty-eight (48) hours of being required by written notice so to do;
B. the Influencer is found guilty of fraud or misconduct;
C. the Influencer acts in bad faith or otherwise engages in any conduct seriously prejudicial to this Agreement or the Company that falls outside the scope of remedy;
D. the Influencer commits any act which affects the reputation of the Company in an adverse manner; or
E. the Company believes that it has suffered or is likely to suffer damage to its brand or adverse publicity as a result, directly or indirectly, of its connection with the Influencer or any other matter arising from this Agreement.
6.6. It is duly noted that any action under this clause, while at the sole discretion and right of the Company, will be discussed with the Influencer and/or his management before a final decision is taken.
6.7. Upon termination of this Agreement, the Company shall be immediately released from any further or continuing obligation to the Company.
6.8. Termination of this Agreement shall operate without prejudice to any rights, which may have accrued to either Party herein. - NOTICE
Any notice to be served under this Agreement must be in writing and served upon the other Party at its address set out in this Agreement (or such other address as may be notified for this purpose) either by hand, by email or by registered mail. Notices by email are deemed served to have been received at the time shown in a delivery confirmation report generated by the sender’s email system. Notices sent by mail are deemed served on delivery if delivered by hand or seven (7) days after posting if sent by registered mail. - MISCELLANEOUS
10.1. This Agreement does not constitute a partnership, joint venture or employment relationship between the Parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of the other Party.
10.2. This Agreement shall be governed by and construed in all respects in accordance with the laws of Trinidad and Tobago and each Party hereby submits to the non-exclusive jurisdiction of the Trinidad and Tobago courts.
10.3. Any waiver by any of the Parties of any breach of any term or condition of this Agreement shall not prevent the subsequent enforcement of that term or condition, provided that such term and or condition is deemed to be fair and legal.
10.4. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
10.5. The subject headings to clauses in this Agreement are for the purposes of convenience only and do not form any part of this Agreement.
10.6. The Company may assign the rights, interests and benefits hereunder to any affiliated entity by providing 5 days’ written notice to the Influencer. - TERMINATION
11.1 The independent Influencer relationship contemplated by this Agreement is to conclude according to the Term in the Agreement, unless terminated earlier as set forth below. The Influencer agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates.
11.2 The Influencer and the Company agree that this Agreement does not create a partnership, agency, or employment relationship between them.
1.1.11.3 This Agreement may be terminated by the Company at any time without written notice or any further payment if:
A. the Influencer commits a material breach of any of his obligations hereunder and shall not remedy such breach (if same is capable of remedy, in the reasonable opinion of the Company) within forty-eight (48) hours of being required by written notice so to do; B. the Influencer is found guilty of fraud or misconduct;
C. the Influencer acts in bad faith or otherwise engages in any conduct seriously prejudicial to this Agreement or the Company that falls outside the scope of remedy;
D. the Influencer commits any act which affects the reputation of the Company in an adverse manner; or
E. the Company believes that it has suffered or is likely to suffer damage to its brand or adverse publicity as a result, directly or indirectly, of its connection with the Influencer or any other matter arising from this Agreement.
1.2. It is duly noted that any action under this clause, while at the sole discretion and right of the Company, will be discussed with the Influencer and/or his management before a final decision is taken.
1.3. The Company may terminate this Agreement at any time at its sole discretion, upon providing to the Influencer ten (10) calendar days’ advance written notice of its intention to do so or payment of fees in lieu thereof.
1.4. The Influencer may terminate this Agreement at any time at its sole discretion upon providing to the Company ten (10) calendar days’ notice of Influencer’s intention to do so. Upon receipt of such notice, the Company may waive notice in which event this Agreement shall terminate immediately.
1.5.Upon termination of this Agreement, the Company shall be immediately released from any further or continuing obligation to the Company.
1.6. Termination of this Agreement shall operate without prejudice to any rights, which may have accrued to either Party herein.