Terms & Conditions of We Are SN Limited

 

These ​ terms and conditions (hereinafter the “​Terms and Conditions​”) are between WEARESN Limited a company registered in England and Wales (registered company number 12090773), the registered address being  Lower Ground Floor, 6 Stanley Street, Liverpool, England, L1 6AF (hereinafter the                "​Agency​"), and the client (hereinafter the "​Client​")who is engaging the services of the Agency and as set out in the order form, quotation or similar (the “Contract”).

The Agency provides services in the field of digital communication, including the promotion of             products, brands and services through influencers and content creation (the “Services”). The Client has requested the Agency to provide the Services as set out in the Contract.

The Client agrees to commit itself to the provision of the Services in accordance with these Terms and Conditions. The Terms and Conditions are deemed accepted by the Client on it signature of the Agreement, on payment by the Client of the Price and/or on the provision of the instructions/products. The Agency shall be deemed to have accepted the Contract when it confirms in writing that it and/or its principal that it shall provide the Services.

IT IS AGREED

1 – DEFINITIONS:

Within these Terms and Conditions, the terms and expressions below will have the following definitions:

“Price”​ the prices for the Services as set out in the Contract

“Influencer”      an influencer or group of influencers (natural or legal person agreeing to put their               visibility on the Internet at the service of the Client) expressly selected and designated by the                Agency to participate in the provision of the Services.

“Content”         any content created, developed or made available by the Agency or any third                 party subcontractor of the Agency (save for the Influencer Content) for the performance of the Services, including without limitation text, image, video, computer graphics and audio content.

 “Influencer Content”    any content created, developed or made available by one or more             Influencers for the performance of the Services, including without limitation text, image, video, computer graphics and audio content

 “Client Content”           any content created, developed or made available by the Client.

 

2 – THE CONTRACT

The purpose of the Contract is to define the nature of the Services, the conditions for their performance,                  the Price, and more generally the respective rights and obligations of the Parties in connection with the                 provision of the Services.

 

3 – TERMS  

In the event of contradiction or conflict of interpretation between the Agreement and the Terms and Conditions, these Terms and Conditions shall prevail

No handwritten annotation by the Client on the Contract will have contractual value between the Parties, except with the Agency's prior written consent.

The Contract and the Terms and Conditions express the entirety of the agreement between the              Parties.

4 – DURATION

The Contract will enter into force on the date of acceptance by the Agency and will remain in                     force until the fulfillment of the obligations of each of the Parties.

The performance of the Services will begin upon receipt of the signed Contract and on acceptance by the Agency. The Influencers proposed by the Agency will be contacted by the Agency following its acceptance of the Contract by the Agency.

The Parties may, if necessary, agree together on a timetable for the performance of the Services, to be                  included in the Contract. No modification may be made thereafter, except by mutual written agreement of the Parties.

5 – SERVICES

The Agency will send the Client a quotation for the Services in the Contract.

The Contract is an invitation to the Client, to which the Client then makes an offer for the Agency to supply the Services as set out in the Contract. The details of the Services shall be valid for one (1) month from the date of issue of eth Contract by the Agency.

The Client is required to make known in writing to the Agency all its reservations and additional requests before signing the Contract.  A further and replacement Contract will then be issued by the Agency to take into account these reservations and/or additional requests, which will cancel and replace the original Contract.

At the request of the Client, the initial scope of Services may be modified, subject to the following                  conditions.

The Client must first send the Agency a written request incorporating the new expression of its needs as                  well as all the information and all the documents necessary for the study of his request. The Agency                  undertakes to study this new request and to carry out a feasibility study as soon as possible.

The Client may change the date of posting of the Content with eth prior written consent of the Agency.

The Agency may, at its sole discretion (and without being obliged to do so in any way), offer the Client a                     new Contract incorporating the new Services, as well as the new Price and the new provisional                schedule of the Services where applicable.

 

 

The Client undertakes to:

Define their needs and communicate their requirements and constraints to the Agency in precise,              specific and actionable terms for the provision of Services.

Provide the Agency, as soon as possible, with all of the Client Content and the information necessary for the provision of the Services.

Cooperate and ensure the cooperation of all of its employees and subcontractors other than the Agency for the proper performance of the Services.

Adhere to the dates of Services as set out in eth Contract.

Immediately notify the Agency of any issues during the performance of the Services and which could have any impact on the performance of the Services.

Follow the Agency's recommendations.

Make payment of the Price prior to eth delivery of the Services by electronic transfer to the Agency’s bank account as detailed in the Contract and/or the relevant invoice.

Supply the relevant products at least seven days prior to the commencement of the Services.

6 – AGENCY OBLIGATIONS

The Agency shall use reasonable endeavours to:

Perform the Services in accordance with the Contract.

Cooperate with the Client for the proper performance of the Services.

Allocate the competent personnel and Influencer.

Perform the Services in compliance with all applicable laws and regulations.

It is acknowledged by the Client that the Agency cannot guarantee any increase in the purchase or sales of the Client’s product/services.

The Influencer and/or the Agency shall have no obligation to return any products provided by the Client.

7 – PAYMENT

The Price shall be set out in the Contract.

Payment shall be made prior to the delivery of the Services.

Interest on late payment shall be calculated at 8% above the base rate of the Bank of England.

8 – TERMINATION

Any failure by a Party to any of its obligations under the Contract and the Terms and Conditions, not resolved within ten (10) days of notification of this failure by the other Party by registered letter will                immediately lead to the termination of the Contract.

The termination of the Contract will not give rise to any reimbursement for the benefit of the Client for the percentage already performed of the Services.

The termination of the Contract will not affect either the clauses relating to the settlement of disputes,                 or those intended to have effect even in the event of termination, such as (without this list being                  exhaustive) any confidentiality and non-competition clauses.

The Parties may also agree to terminate this Agreement at any time by mutual agreement. The Agency reserves the right to agree or not to the Client's request and will inform the Client of the financial conditions under which the amicable resolution may be considered. The termination will only be acquired on the date of signature by all the Parties of a written document specifying the causes of the amicable termination and the financial conditions thereof.

No refunds of the Price will be made once the Content has been created.

Any Service completed on the date of termination will be fully invoiced in accordance with its price                 as indicated in the Contract, and the Client will be required to pay in full.

The termination of the Contract will not affect either the clauses relating to the settlement of                disputes, or those intended to have effect even in the event of termination, such as (without this                 list being exhaustive) any confidentiality and non-competition clauses.

The Agency may terminate the Contract forthwith if:

the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or have an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;

the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;

the Client ceases or threatens to cease to carry on business; or

any circumstances whatsoever beyond your reasonable control necessitate and justify the termination of the Agent’s Services.

 

9 - FORCE MAJEURE

The execution of all or part of the obligations stipulated in this Contract may be suspended if one of the                    Parties is affected by a case of force majeure. In this case, the affected Party must notify the other Party                    in writing of the existence of said force majeure. This notification will result in the suspension of the obligations concerned during the period mentioned in the notification letter, it being specified that this period will run from the receipt of this letter and may in no case exceed one (1) month.

No Party can be held responsible for the failure to perform one or more obligations stipulated in this                  Agreement, insofar as this failure to perform would be due to force majeure.

 

10 - INTELLECTUAL PROPERTY

The Agency grants the Client a non-exclusive license to use the Content and the Influencer Content relating to the Services, with the exception of production files and sources, under the conditions stipulated below.

The right to represent the Content and the Influencer Content concerned, namely the right to                publish, project, broadcast, put online, make available, share, relay, communicate or send all or              part of the Content and the Influencer Content concerned , to any third party and any public,                  by the means and on the media expressly stipulated in the Contract only, and subject, in the                 case of Influencer Content, to mention in each act of representation the name or identifier of social                 network (such as for example the Twitter username starting with “@”) of the Influencer concerned.

The Client understands and accepts that the rights do not include the right to modify the Content and the Influencing Content, except with the specific written agreement of the Agency.

This license is granted is without prejudice to the Agency's right to reuse the Content and the                Influencer Content concerned to adapt them to needs and requests from other current and future clients.

The licence is granted for a period of twelve (12) months from the date of the Contract and can be renewed with the prior written consent of the Agency.

The license will only come into effect from the date of full payment by the Client of all invoices relating to the corresponding Services.

The Client grants the Agency a license to use the Client Content used in the context of the Services, for                    the purposes of performing these Services.

The Client guarantees to have all the rights and authorizations necessary to grant this license, and in                 general for the exploitation of Client Content. The Client undertakes to keep the Agency free from any                 dispute, claim or action by any third party as well as from any sanction by any authority or jurisdiction,                   with respect to the use of Client Content by the Agency.

All rights not expressly granted are understood to be reserved by the Agency.    

            

11 – LIABILITY

In any event, the Client understands and accepts that the Agency's responsibility in the event of any                 breach cannot exceed the amount corresponding to the Price of the Services concerned by the breach.

The Agency shall not be liable for any consequential or indirect loss including without limitation loss of profit.

Any dispute, contestation or claim relating to Influencing Content must be addressed to, and settled               with, the Influencer who is the author or origin of this Influencing Content, the Agency disclaiming all                 responsibility for Influencer Content.

 

The Client is solely and entirely responsible for the legality of the Client Content under the applicable                 laws and regulations. The Client undertakes as such to keep the Agency free from any dispute, claim or action by any third party as well as from any sanction by any authority or jurisdiction, which may be based, cause or origin the use of Client Content by the Agency in accordance with the Contract.

12 – MARKETING

The Agency will have the right to promote the Services performed for the Client in promoting the Agency including the right to use the Client’s name and trademark(s).

The right mentioned in the previous paragraph includes the right to use the Client's usual names and                 trade names, including when they are protected by trademark, and this worldwide, on any media, for an                 unlimited period.

13 – CONFIDENTIALITY  

The Parties may, within the framework of the performance of the Contract, have access to confidential                information of the other Party.

Confidential information shall mean all information, documents or data of a commercial, technical, financial or other nature transmitted between the Parties including, without limitation, all written or printed documents, plans, all samples, models, or more generally, any means or  media of disclosure.

The Parties undertake to ensure the strictest confidentiality of all of the other Party's confidential               information, in a manner at least equivalent to that by which they ensure the confidentiality of their own confidential information.

This commitment will remain valid for the entire duration of the Contract as defined in Section 4 above,                  then again for a period of two (2) years from the expiration of the latter.

This undertaking will lapse if the confidential information concerned falls into the public domain through               a process not subject to the fault of the Party which was the recipient.

14 – CHANGE

The Agency reserves itself the right, at its sole discretion and at any time, to change, modify, supplement or delete all or part of these Terms and Conditions, in particular in order to take into account legislative, regulatory and/or technical developments.

15 – NON-SOLICITATION

The Client expressly prohibits himself from hiring or having any employee (including any self-employed              worker) of the Agency work, either by himself or by an intermediary, unless expressly agreed by the                 Agency, this for the duration of the commercial relationship between the Client and the Agency, then                again for an additional period of twelve (12) months. The violation of this obligation of non-solicitation will be sanctioned by the payment to the Agency of an amount equal to twelve (12) times the amount of the gross monthly remuneration of the employee .

 

The Client undertakes for the entire duration of its commercial relationship with the Agency then               again for a period of three (3) years, to not contract directly with all or part of the Influencers concerned, directly recruit all or part of the Influencers and/or obtain in any way services or a partnership from the Influencers for commercial, advertising, communication or marketing, free of charge or against payment, without using the agency as an intermediary. Breach of this obligation will be compensated by the payment to the Agency of an amount at least equal to twelve (12) times the price due by the Client for the Services concerned.

 

16 - GENERAL

A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract and/or these Terms and Conditions.

Any rights not expressly granted in these Terms and Conditions are reserved. 

If any provision of the Contract and/or these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the Contract and Terms and Conditions shall continue to be valid as to its other provisions and the remainder of the affected provision.

English law shall apply to the whole of this agreement. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the English courts, to which the parties agree to submit.

The Contract shall not constitute or imply any partnership, joint venture, agency or other relationship between the parties except the contractual relationship described in the Contract and the Terms and Conditions. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

The Contract is personal to the Client, and you shall not without the prior written consent of the Agency, assign, mortgage, charge or otherwise transfer to another person this agreement or any of your rights hereunder.

The Contract and these Terms and Conditions contain the entire agreement between the parties with respect to its subject matter and may not be varied except by a written agreement by the Agency.