1. Definitions
1.1 For the purposes of this Agreement, the following terms shall have the meanings set out below:
- “Campaign Period” means the period during which the Campaign is to be conducted, further specified in the Assignment Description;
- “KPI” means Key Performance Indicators — a measure of effectiveness against a specified target;
- “Media Budget” means the total amount (excluding VAT) payable by the Customer to Influeri for the Campaign, including remuneration of the Profile and Influeri, as specified in the Framework Agreement.
2. Booking and follow-up of the Campaign
2.1 To use the Platform and book a Campaign, the Customer must create an account (“Account”) via direct registration with an email address or via a third-party social network.
2.2 Through the Account the Customer books a Campaign — at least three (3) weeks before the start date — by entering all requested information: Media Budget, Campaign objectives, target groups, Campaign period, platforms, KPIs and other details summarised in the Mission Description, which is used to match the Campaign with relevant Profiles.
2.3 A selection of relevant Profiles deemed appropriate from the Mission Description is presented to the Customer. The Customer selects the Profiles it wants. Selected Profiles normally respond within three to five (3–5) working days. The Profile’s acceptance of the Mission Description constitutes the agreement between Customer and Profile for that Campaign (“Mission Agreement”).
2.4 The Profile will provide content suggestions for Campaign posts via the Platform at least one (1) working day before the Campaign begins. Influeri is not responsible if the Profile publishes without the Customer’s prior approval.
2.5 Posts approved by the Customer (“Posts”) are used by the Profile in the Campaign. The Profile grants the Customer a time-limited, non-transferable right to use the Post for marketing on its website and social media channels from the start of the Campaign until one (1) year thereafter (“Licence Period”) and only via Influeri’s Platform and its Boost function. The Customer may keep the Post up organically outside the Licence Period but must remove it after the Licence Period if requested by the Profile or Influeri. For Boost / paid promotion, the Licence Period must be respected regardless. Unless specifically agreed, the Customer shall not otherwise distribute, exploit, modify, transfer, licence or dispose of the Profile’s name/image, Posts or other material produced under the Campaign.
3. Influeri’s commitment
3.1 Influeri provides, via the Platform, a system for communication and for entering into Mission Agreements between Customer and selected Profiles. Influeri is not a party to that communication or Mission Agreement and has no responsibility for the selection of Profiles or the content of the Campaign.
3.2 After completion, Influeri provides a report with follow-up, statistics, results and data (“Results Report”). Interim or ad-hoc reporting is available for a separately agreed fee — notify Influeri at the start of the Campaign.
3.3 Through the design of its Platform, Influeri works to ensure suitable Profiles are available for Campaigns.
3.4 Influeri may propose the same Profiles selected by the Customer to other customers.
3.5 Influeri will provide the postal address for products the Profile will receive if requested; digital products are communicated directly via the Platform.
3.6 Influeri conducts its business in accordance with all applicable laws and as expected of a professional company in its industry, and maintains necessary permits.
3.7 Influeri acts ethically and professionally and refrains from actions detrimental to the Client’s reputation.
3.8 Influeri provides marketing guidelines to the Profile but accepts no liability if the Profile breaches those guidelines or applicable law.
4. The Customer’s obligations
4.1 The Customer grants Influeri the right to present suitable Profiles on its behalf and shall independently assess and select Profiles from the selection presented.
4.2 The Customer shall review and approve or reject proposed posts without delay and no later than within three (3) working days, explaining rejections so the Profile can produce a new proposal. Failure to review does not create liability for Influeri or a reimbursement obligation.
4.3 The Customer may not use Submissions other than as expressly set out in §2.5 — breach may constitute a violation of law and give rise to civil and criminal liability and damage to Influeri. Breach of §2.5 triggers a penalty of SEK 100,000 payable immediately upon Influeri’s request.
4.4 The Customer is responsible for providing all products/services needed by selected Profiles to execute the Campaign.
4.5 The Customer shall comply with all applicable laws and refrain from, among other things: violating or circumventing law or third-party rights; unlawful, abusive, harassing or hateful acts; contacting Profiles without permission; spam; viruses/malware; unauthorised modification of the Platform; harvesting user data; imposing unreasonable load; mirroring the Platform; circumventing technical measures; or selling/transferring the Account or access.
4.6 The Customer shall act ethically and refrain from harming Influeri’s reputation.
4.7 The Customer is responsible for ensuring all instructions and assignments comply with applicable law.
4.8 During the contract period and for three (3) months thereafter, the Customer shall not cooperate — directly or indirectly — with selected Profiles who have entered into Mission Agreements outside the Platform.
5. Compensation and payment terms
5.1 The Campaign Budget is based on factors such as content creation, licence rights and estimated reach and includes compensation to Influeri and Creators. Estimated reach and results are specified in the Assignment Description.
5.2 Any unused portion (“Unused Budget”) is stored in the Client’s Account for future Campaigns.
5.3 Where the Creator receives products, gift cards or other remuneration beyond the Campaign Budget, the Client bears sole responsibility for taxes and related costs and shall reimburse Influeri if Influeri is required to pay them.
6. Intellectual property rights
6.1 Influeri is granted a non-transferable right to use the Customer’s company name, distinctive signs, trademarks and products to fulfil its rights and obligations under the Agreement.
6.2 Nothing here constitutes an assignment of either party’s IP to the other unless expressly stated.
6.3 The Customer warrants it is sole owner/controller of all IP in its trade names, trademarks and products used under the Agreement and that use by Influeri/Profile does not infringe third-party rights.
7. Processing of personal data
7.1 Each party is responsible for its own processing of Profile personal data in compliance with the GDPR and applicable law — including information duties, transfer records and data-subject rights. The Customer confirms it has reviewed and accepts Influeri’s Privacy Policy.
7.2 Processing to broker Mission Agreements entails joint controller responsibility under GDPR between Influeri and the Customer. This agreement governs that allocation without need for further appendices.
7.3 To ensure Profiles can exercise GDPR rights effectively, Influeri provides a single point of contact. All requests are promptly forwarded to info@influeri.com — to be indicated in all information texts to Profiles.
8. Confidentiality
8.1 During the term and for one (1) year thereafter, neither party shall disclose Agreement contents or other information received in connection with it (“Confidential Information”), nor use it except to fulfil obligations here, and shall prevent employees/sub-consultants from disclosing it.
8.2 Excludes information that is or becomes public other than by breach, or was already available to the receiving party or independently developed before the Agreement without breach.
8.3 Disclosure required by law, court/government order or stock-exchange agreement is permitted; the disclosing party shall notify the other immediately and seek to keep the information confidential by the recipient.
8.4 Survives one (1) year after termination.
9. Force majeure
9.1 A party may suspend performance and is exempt from penalty where performance is prevented, materially impeded or unreasonably delayed by a circumstance beyond its control that it could not reasonably have foreseen — e.g. war, civil unrest, terrorism, fire, flood, natural disaster, epidemic/pandemic, interruption of communications or energy, strike/lockout, requisition, governmental order, trade/payment restrictions or similar. Applies also to a party’s subcontractors.
9.2 The affected party shall notify the other of the risk of non-performance; failure to notify within reasonable time creates liability for avoidable damage.
9.3 If the circumstance persists for four (4) months, either party may terminate with immediate effect.
10. Termination
10.1 A party may terminate with immediate effect if the other: (a) materially breaches and fails to cure within thirty (30) days of written notice; (b) repeatedly breaches; or (c) becomes bankrupt, enters liquidation, suspends payments or is otherwise in default.
10.2 Upon early termination, rights under §6 cease; the Customer shall pay pro-rata compensation for the Campaign already performed.
10.3 On termination for any reason, §§2.5, 4.3, 4.8 and §§6, 8, 11, 13 survive.
11. Liability and limitation of liability
11.1 Breach obliges the breaching party to indemnify the other for direct damages suffered.
11.2 No liability for indirect damages (e.g. loss of profits) except in cases of wilful misconduct, gross negligence or as provided in §11.4.
11.3 Aggregate damages shall not exceed the Media Budget, except for damage caused by intent, gross negligence or breach of §6.3.
11.4 Limitations do not apply to infringement of IP, breach of GDPR/data agreement, or breach of confidentiality.
12. Other provisions
12.1 Amendments are binding only if in writing and signed by both parties. 12.2 No assignment/pledge without the other party’s written consent. 12.3 This Agreement is the entire agreement on its subject matter. 12.4 If a provision is held invalid, the Agreement is adjusted to give effect to its intent; failing agreement, the provision is deemed deleted. 12.5 Communications shall be in writing — deemed received upon hand delivery or next business day if sent by email with acknowledged receipt. 12.6 Neither party may represent or bind the other without consent.
13. Applicable law and dispute resolution
13.1 Swedish law applies (without regard to conflict-of-laws rules).
13.2 Disputes shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). Rules for Simplified Arbitration apply unless SCC decides Arbitration Rules apply considering complexity/value. SCC also decides on one vs. three arbitrators.
13.3 Seat: Stockholm. Language: Swedish.
13.4 Arbitration is confidential — covering information, decisions and awards — not to be disclosed without consent except where required by mandatory law, court/government order, to protect legitimate legal interests, or to enforce or challenge a judgment/award.