1.1 These General Client Terms and Conditions (“GTC”), together with the Term Sheet (and any of the Appendices attached thereto) (“Term Sheet”), shall form the Client Agreement (“Agreement”) between we are era AB, company registration number: 556921-4330 (hereinafter “ERA”) and the entity identified as the “Client” in the Term Sheet (each a “Party” and jointly the “Parties”).
1.2 ERA is a leading Nordic online video network connecting influencers with advertisers through online video advertising and influencer marketing. The Client is an advertiser or advertiser agency that wishes to engage ERA to provide certain influencer marketing services and ERA is willing to provide such services, all in accordance with the terms and conditions of the Agreement.
1.3 If the Client is an agency or other entity representing or acting on behalf of another advertiser (hereinafter referred to as "Advertiser") for the implementation of a campaign, the Client agrees that (a) it is an authorized representative of the Advertiser and authorized to enter into the Agreement and bind the Advertiser to all commitments in the Agreement; and (b) it shall be liable for the Advertiser’s responsibilities and obligations under the Agreement. However, the party contracting with ERA, which has all related rights and duties, is the Client. If the Client is the Advertiser, any references to the Advertiser in the Agreement mean the Client.
1.4 The following GTC apply to all contracts concluded between ERA and the Client on the performance of services as part of marketing projects, in particular in the area of influencer marketing (hereinafter referred to as “Project” or “Campaign”). These GTC cover all primary and secondary services.
1.5 ERA reserves the right to adjust these GTC from time to time. The most recent version is the one valid for the contracted performance of services. If the adjustments include significant changes, which affect the rights and duties of the Client, ERA shall notify the Client before the change takes effect by means of appropriate methods, for example, via the website of by email. Unless stated otherwise, updates of the GTC shall become effective on their publication on the website. The Client is aware that the further performance of services, after an update of these GTC has been published, means that the Client voluntarily declares its agreement to the binding applicability of the updated GTC.
2.1 The object of the Agreement is the service(s) respectively defined in the Term Sheet. The Term Sheet includes details regarding the kind and scope of the services, the performance periods, and the remuneration to be paid by the Client.
2.2 By signing of the written Term Sheet, the Agreement between ERA and the Client will be concluded on the basis of the terms stated in the Term Sheet and its acceptance and inclusion of these GTC.
2.4 It remains reserved for ERA to contract third parties for the performance of certain services. The approval of the Client is not required for this purpose.
2.5 Explicit provisions in the Term Sheet which differ from these GTC, shall take precedence over the contradicting statement
The terms contained in these GTC and in the Term Sheet have the meanings defined below.
3.2 Impressions: “Impressions” means the frequency of how often a content is shown to a user. The measurement of Impressions depends on the concrete content, the corresponding media type and the requirements of the social media channels.
3.1 Content: “Content” means the materials to be created and realised as part of the Campaign, which are specified in the Term Sheet. Content may be photos, videos, copy or other contributions.
3.2 Campaign Term: The “Campaign Term” is the span of time named in the Term Sheet of ERA, during which the agreed services or parts of them are performed, in particular published or made otherwise accessible. The Campaign Term is stated in the Term Sheet.
3.3 Advertiser Material: “Advertiser Material” means material (e.g. trademarks, graphics, videos, music, illustrations and products of the Client, etc.), which is made available or forwarded to ERA by the Client for the creation of the Content.
3.4 Posting: “Posting” means the publication of the Content.
3.5 Social Media Channels: “Social Media Channels” are the channels and/or accounts of the influencers named in a Term Sheet on the websites and/or mobile apps of the services "YouTube", "Facebook", "Instagram", "Twitch", "TikTok", "Snapchat" and "X" or similar platforms and services.
4.1 ERA shall provide the services stated in the Term Sheet. The Campaign Term, the number of services and the content of the services are defined in the Term Sheet.
4.2 The Client shall ensure that all information required for the service performance is received on the dates agreed between the Client and ERA. If the involvement of the Advertiser’s Content or Client’s Content should be required for the service performance, these shall be transferred by the Client by the dates requested by ERA. ERA shall not be held responsible for the consequences if the transmission is not on time.
4.3 All services of influencers shall be organised and coordinated by ERA. Postponements or changes shall be notified to the Client. In the event the Influencer fails to perform its obligations under the Agreement in accordance with the time schedule set out (if any), ERA will be entitled to, as Client’s sole remedy and subject to the Client’s approval, substitute the Influencer with another suitable influencer.
4.4 If provided in the Term Sheet, ERA shall also perform required services relating to the production of the Content. ERA may, at its sole discretion, decide how to perform all production-specific services and may decide whether individual or all production services will be performed by subcontractors.
4.5 If, due to the kind of the type of the service, an acceptance procedure comes into question, and unless defined otherwise in the Term Sheet, the Client shall have two (2) opportunities to notify ERA of change requests regarding the respective Content. Only change requests that are aligned with the brief provided by the Client or Advertiser may be deemed possible and plausible to change. Each change request shall be notified to ERA in writing within due time or in accordance with separate agreement with WAE. Should the Client not accept the content within due time, the Content will not be published and the Campaign will be delayed. The Client shall be liable for any damages resulting in case of a delayed Campaign.
4.6 In the event change requests relate to changes that can be made in the course of post-production (different cut, effects, use of previously produced film material, etc.) by ERA, ERA shall make these changes without additional costs for the Client, provided that they represent only minor additional expense. ERA shall have a unilateral right of to decide regarding the evaluation of the expense. Only upon a release given for this and with a cost assumption declared by the Client will ERA implement the requested changes. The additional expenses shall be borne by the Client without delay and against regular invoicing. ERA shall not be liable for any delay in time resulting from this.
4.7 The Content will be published in the agreed upon social media channels, after approval by the Client, ensuring further that they will be accessible during the Campaign Term on the social media channels named in the respective Content Plan. The respective publication dates of the Content are defined in the Term Sheet. ERA does not accept any liability for deletions or blockings of Content, which are initiated by third parties and not based on rights infringements that are within the responsibility of ERA.
4.8 If stated in the Term Sheet, ERA shall provide the Client with reporting and/or interim reports on the performance key data of the Campaign.
5.1 All rights in and to (i) any Advertiser related material and content provided by Advertiser/Client under the Agreement (“Advertiser Material”); and (ii) the Advertiser’s trademarks, service marks, logos, slogans and trade names (“Brand Features”), are and will remain the property of Advertiser or its licensors and nothing in this Agreement shall be construed to transfer any such rights to WAE or Influencer.
5.2 All rights in and to (i) the Influencer’s name, image and likeness; (ii) any Influencer Brand Features; and (iii) any images, copy and other content of any Posts (except for any Advertiser Material and Advertiser Brand Features) are and will remain the property of Influencer or its licensors and nothing in this Agreement shall be construed to transfer any such rights to Advertiser/Client.
5.3 If agreed in the Term Sheet, the Client shall be entitled to the usage of the Content and Postings and transfer these explicit rights to the Advertiser (if any), solely to the extent explicitly stated in the Term Sheet.
5.4 Further rights to use the Content beyond the ones expressly named in the Term Sheet shall not be granted to the Client and/or its Advertiser. The Client and its Advertiser shall be permitted to use the Content beyond the extent agreed in the Term Sheet, only upon explicit written permission being given by ERA and an accordant further agreement on remuneration. ERA are not obligated to grant such agreement.
5.5 If the Client or the Advertiser exceed the scope or the kind of the granted rights of use as defined in the Fee, the Client shall be responsible for any resulting proprietary rights infringements in consequence of this and indemnify ERA from and against claims of third parties, including influencers, on first request and refund the costs for the adequate legal defence.
5.6 Should the Client provide ERA and the influencer with Advertiser Content and/or Content of third parties (e.g. recordings of musical performances, photos, logos, texts, videos, etc.), which are used by ERA and the influencer within the scope of this contractual cooperation, the Client shall indemnify ERA and the influencers from all claims brought by third parties in connection with the use of the Advertiser Content, on first request and refund the costs for the adequate legal defence.
5.7 If the Client does not notify ER of any limitation and/or obligations (e.g. requirements to give name credits) in writing, the rights to the Advertiser Content shall be granted to ERA without limitations in time, region and content, whereas non-exclusively. Any Content produced by using Advertiser Content can be used without limitations by ERA and/or the influencers, even after the termination of the Agreement, if no limitations have been notified when they are made available for use.
5.8 Irrespective of the rights to be granted to the Client, ERA shall have a right to use the Content and their components for the purpose of marketing of ERA’s services, thereby entitling ERA to refer to the Content and the Campaign in announcements or presentations on ERA’s social media channels and websites, among other places.
5.9 Client’s and/or Advertiser’s use of any ideas, presentations, concepts or other documents drafted by ERA and/or the influencer in course/connection of the Campaign by the Client and/or Advertiser beyond the scope of the respective Term Sheet is strictly prohibited. Ideas and rough ideas may only be realised if a prior contractual agreement is concluded with ERA. Reproduction in full or in part and any transfer to third parties is prohibited. The Client shall be liable for the damages resulting in case of a prohibited use or transfer to third parties.
6.1 As consideration for the fulfilment of the services to be performed by ERA under these GTC and the Term Sheet, and the transfer of rights according to Section 5 (Grant of Rights), the Client shall pay to ERA the fee defined in the Term Sheet, with the value added tax (the “Fee”).
6.2 The Fee shall be invoiced according to the dates set in the Term Sheet. If dates are not stated in the Term sheet, the Fee shall be due upon commencement of the Campaign Term.
6.3 ERA may, at any time, conduct a credit check of the Client. Client will for such purposes provide any financial information reasonably requested by ERA. Depending on the result of such credit check, ERA may at its sole discretion decide that the Fee must be paid by Client prior to commencement of Campaign Term.
6.4 If the Client is in delay with a payment, ERA shall be entitled to suspend the further continuation of the Campaign until the receipt of payment and make the continuation conditional upon the payment of the Fee. The Campaign Term shall then extend accordingly. ERA shall also have a right to withhold the already produced Content on grounds of delay. A right of withholding also applies in all cases of a significant deterioration of the Client’s financial situation.
6.5 Furthermore, any late payment under the Agreement shall be subject to interest in accordance with the Interest Act (Swedish: räntelagen (1975:635)) until payment has been received in full. ERA has the right to claim interest in the amount of 9 percentage points above the base interest rate. Claims of further damages remain expressly reserved. The Client’s right to prove a lesser default damage remains unaffected from this.
7.1 The Agreement shall take effect upon the signing of the Term Sheet and end on expiration of the Campaign Term stated in the Term Sheet and payment of the contractual remuneration according to the Term Sheet in accordance with Section 6 of these GTC, whichever is the later date, without requiring a notice of termination.
7.2 ERA reserves the right to, at its sole discretion, temporarily suspend the Campaign and/or terminate this Agreement:
a) if the Client does not pay the Fees in accordance with the set payment term. Upon termination in accordance with this Section, the Fees must still be paid by the Client; and
b) if the Client and/or Advertiser engage in any conduct or course of action or if any statements, claims, allegations or assertions become public which violate ethical standards or moral principles, or otherwise contrary to the values of integrity and respect for individuals and communities, and which ERA or the Influencer deem harmful to their respective brand or reputation. Upon termination in accordance with this Section, the Campaign will be cancelled and any published Content may be deleted.
7.3 Either Party may terminate this Agreement immediately upon written notice:
a) if the other Party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other Party's property, or the other Party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other Party and is not dismissed within 90 days, or the other Party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course; and
b) if the other Party materially violates any provision of this Agreement and fails to cure such breach which is capable of remedy within 20 days after receiving written notice of the breach.
7.4 In the event the Client cancels the Campaign, ERA shall have the right to be refunded its costs based on the following: (i) in case of withdrawal after the Parties have concluded this Agreement 20% of the agreed remuneration, (ii) in case of withdrawal when the agreements with the respective influencers have been concluded 30% of the agreed remuneration, (iii) in case of withdrawal after the influencers have provided their respective synopsis 45% of the agreed remuneration, (ix) in case of withdrawal after the first round of drafts have been delivered 65% of the agreed remuneration, (x) in case of withdrawal after all the final has been delivered 85% of the agreed remuneration and in case of withdrawal when the Content has been published, the full agreed remuneration. The withdrawal shall be notified in writing (email sufficient) to ERA.
8.1 Should the Client or the Advertiser cause or influence the Content affecting its lawfulness, including but not limited to competition and marketing regulations. Any and all briefs provided by the Client or Advertiser must be compliant with applicable law. Any liability of ERA shall be excluded for any damages related to this circumstance.
8.2 The Client shall be liable to ERA and the Influencers for losses incurred by the Client due to the unlawfulness of the Content and Postings under law, including but not limited to competition and marketing regulations, which result from actions taken by the Client or Advertiser.
8.3 ERA shall only be liable for direct damages if ERA has caused the damage intentionally or through gross negligence. In the event of a breach of material contractual obligations and the occurrence of indirect damages, in particular from lost profits, ERA’s liability to pay compensation shall be limited to the amounts paid or payable by it for the Campaign hereunder for the previous twelve (12) months. The above exclusions or limitations of liability do not apply to damage to life, limb or health.
9.1 ERA and Client each agree to treat and protect all business and trade secrets, know-how and other information, that is provided by one Party to the other or obtained in the performance of this Agreement, as confidential ("Confidential Information"). WAE and Client both agree to use the Confidential Information solely for the purposes of performance under this Agreement and shall only disclose this Agreement to its employees, agencies, and other representatives on a strictly need-to-know basis. The receiving Party may use or disclose information that is or becomes publicly available through no act of the receiving Party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it or is lawfully obtained from third parties.
9.2 After the end of the term of this Agreement, each Party shall return all documents to the complete extent, which it has received from the other Party in the context of this Agreement or destroy all documents received from the Party upon request by this Party.
9.3 This Confidentiality undertaking shall be valid for the duration and beyond the termination of this Agreement.
10.1. ERA and Partner process personal data for the purpose of executing this contract, including its termination. In doing so, the Parties each act as independent Controllers within the meaning of Art. 4 No. 7 of the General Data Protection Regulation (GDPR). They independently exercise the rights and obligations associated with this position in their respective areas of responsibility, unless otherwise agreed in this agreement, including contractual supplements.
10.2. The Parties agree to take the following measures in particular to implement the obligations under Section 10.1. Each party shall ensure within its own area of responsibility that personal and non-personal data relating to this contractual relationship or coming to its knowledge during its execution are:
- always used and stored in a manner that ensures confidentiality at all times, if possible in encrypted form;
- secured against loss (backups);
- only used on end devices whose confidentiality is ensured by appropriate protective measures (virus protection program, PIN/face recognition, screen lock after no more than 15 minutes (desktop) / 15 seconds (smartphone) / 1 minute (tablet) of inactivity);
- only be used if and to the extent a corresponding legal basis under Art. 6 (1) GDPR, potentially in conjunction with applicable national or Union law; each party shall verify the lawfulness independently;
- processed in accordance with the information obligations under Art. 12–14 GDPR; the Parties will coordinate to provide the information as necessary; ERA is entitled to provide Partner with information about ERA's data processing that the Partner must disclose to data subjects without changing it;
– limited to what is necessary in terms of type and scope.
10.3. The Parties undertake to protect and ensure the exercise of the rights of the data subjects in their area of responsibility. To this end, ERA will advise the Partner if requested, but the Partner will decide independently on the type and timing of the response to any request under Ch. III GDPR which has been directed to Partner.
10.4. The obligations under this clause shall continue to exist even after the end of the term of this contract. After the end of the contract period, the Parties will delete all personal data that has become accessible to them under the contractual relationship, as far as necessary, or store it in such a way that identification is no longer possible.
10.5. The Parties undertake to conclude such agreements as are necessary or will become necessary with the operators of the websites, platforms and other social media channels used to ensure that personal data is processed in accordance with data protection requirements (e.g. agreements on joint responsibility in accordance with Art. 26 GDPR).
10.6. The Parties are entitled to disclose data to third parties within the meaning of Art. 4 No. 10 GDPR and to service providers within the meaning of Art. 4 No. 8, 28 GDPR, if and to the extent that this is necessary for the performance of their respective obligations under this agreement.
11.1 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous proposals or agreements, oral or written, and all previous negotiations, conversations or discussions between the Parties related to the subject matter of this Agreement. Only those amendments and additions to this Agreement that are made in writing by the Parties are valid. If provisions in a Term Sheet from ERA contradict the provisions contained in these GTC, the provisions in the Term Sheet shall take precedence.
11.2 All services of ERA are performed exclusively on the conditions of these GTC and the Term Sheet. The GTC of the Client shall not apply (if any) even if the Client expressly refers to their applicability. On acceptance of the Term Sheet from ERA, the Client irrevocably waives its own GTC and accepts these GTC.
11.3 If any provision of the Agreement, including these GTC and the Term Sheet, is found to be void or invalid, it will not affect the validity of the entire Agreement. The Parties agree to replace any void or invalid provision with one that fulfils the purpose of the Agreement in a legally permissible manner.
11.4 Neither Party shall be liable for any delay or failure to perform hereunder if such delay or failure is due to any cause beyond the reasonable control of such Party, including without limitation, power or telecommunications failures, fire, natural disasters or acts of God (each, a “Force Majeure Event”) provided that the Party so affected uses its best efforts to prepare for, avoid or remove the causes of non-performance and continues performance hereunder immediately after such causes are removed. In the event a Party is unable to resume performance of its obligations within 15 days of providing notice of a Force Majeure Event, the other Party may terminate the Agreement immediately.
12.1 The Agreement shall be governed by and interpreted in accordance with the substantive laws of Sweden, without regard to the conflict of law principles thereof.
12.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
12.3 The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.
