Last updated: 19 February 2024
These General Terms & Conditions for Influencers (“General T&Cs”), together with the Key Terms, set out the entire agreement governing the Influencer’s provision of promotional services, including creating and delivering social media content for the purpose of advertising, marketing and promoting Vestiaire Collective’s products and/or services.
Vestiaire Collective reserves the right to update and amend these General T&Cs from time to time.
Definitions
In these General T&Cs, capitalized terms have the meanings given below:
Applicable Laws means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
Campaign means the Company’s marketing and promotion campaign specified in the Key Terms.
Company means the Vestiaire Collective group entity specified in the Key Terms;
Competitor means any fashion resale platform that competes with Vestiaire Collective in any country, including Farfetch Second Life, Depop, TheRealReal, Vinted, Leboncoin, Ebay, Videdressing, Poshmark, ThredUp, Rebelle, Grailed, Fashionphile, Carousell, Rebag, and Dora Maar.
Confidential Information means all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a Party and/or its or their customers and/or suppliers.
Contract means the entire agreement between the Parties, comprising: (i) the Key Terms and (ii) these General T&Cs (as updated or amended from time to time).
Deliverables means the deliverables and related services specified in the Key Terms.
Fees means the fees specified in the Key Terms.
Intellectual Property Rights means registered and unregistered trademark and service marks, domain names, patents, registered designs and design rights, database rights, copyright and/or all similar rights anywhere in the world, and any goodwill and know-how associated with the foregoing.
Key Terms means the document titled “Influencer Services Contract – Key Terms” setting out the key commercial and other terms of the Contract.
Parties means the Company and the Influencer. The Company and the Influencer are referred to jointly as “Parties” or separately as a “Party”.
Platform means Vestiaire Collective’s internet website available at www.vestiairecollective.com and its software application “Vestiaire Collective”, available for smartphones and digital tablets (iOS and Android compatible).
Term means the period specified in the Key Terms.
Vestiaire Collective Logos means the logos, trademarks, designations, signs and slogans used by the Company (and its affiliated entities) in the course of its business and in promoting the Platform.
Influencer Obligations
2.1 In consideration of the payment of the Fees, the Influencer shall provide the Deliverables in accordance with the terms of the Contract.
2.2 In performing her/his obligations under the Contract, the Influencer must:
2.2.1 Ensure that the Deliverables and the conduct of the Influencer always respect the Company’s image and reputation;
2.2.2 Respect any third-party rights, Applicable Laws, regulations, and the Company’s guidelines (including the use of the Vestiaire Collective Logos);
2.2.3 Ensure that all posts of the Deliverables include the wording “sponsored by Vestiaire Collective” and, where available, use the “paid sponsorship” feature of the social media (and including equivalent local language wording required in non-English speaking countries);
2.2.4 Act in good faith in all her/his dealings with the Company and acknowledge that the Company reserves the right to monitor and verify her/his performance during the Term;
2.2.5 Ensure that, before publication, the Company has validated and approved the Deliverables and the specific publication date, if applicable;
2.2.6 Upon request by the Company, share with the Company relevant social media metrics for the Deliverables, including but not limited to the number of impressions, overall reach, likes, comments, viewers, replies, link opens and image saves;
2.2.7 Comply and keep up to date with advertising regulation regarding the posting of Deliverables; and
2.2.8 Modify or remove any Deliverables immediately if requested to do so by the Company.
2.3 The Influencer must not:
2.3.1 Post any Deliverables before obtaining the Company’s written approval, if applicable;
2.3.2 Include alcohol, drugs, cigarettes, banned or illegal products, misconduct or use abusive language in the Deliverables or include any content that may be considered offensive, indecent or unlawful;
2.3.3 Infringe any Intellectual Property Rights or image rights owned by the Company or third parties; or
2.3.4 Feature a Competitor on their social media accounts during the Term.
2.4 Concerning posts of Deliverables on Instagram, Facebook, YouTube, TikTok and other social media platforms, the Influencer must comply with the following requirements:
2.4.1 Always tag @VestiaireCo;
2.4.2 Do not mention other brands and Competitors;
2.4.3 The stories must be simple, clear and effective; and
2.4.4 The stories will be in the usual style and format of the Influencer.
3. Submission and Approval of Content
3.1 Approval of the Deliverables by the Company will be given within a reasonable timeframe. Any refusals or disapprovals by the Company will be discussed together with the Influencer or the Agency acting on behalf of the Influencer in order to resolve the matter in a professional and timely manner.
3.2. The Company and the Influencer shall each be entitled to one (1) round of edits for each Deliverable, so long as the edits do not contradict the mutually agreed brief or guidelines.
3.3 The Influencer will have four (4) business days to revise such Deliverables and resubmit such Deliverables to the Company for re-evaluation/approval. If the Company does not approve the re-submitted Deliverables, the Company may terminate the Contract without compensation due to the Influencer. In the sole discretion of the Company, a portion of the Fees may be paid to the Influencer reflecting the work performed by the Influencer up to the date of termination.
4. Grant of Rights and Territory
4.1 Author Rights: The Influencer hereby grants the Company exclusive worldwide rights to represent, reproduce, post, and repost the Deliverables on the Company’s social media, Platform, and other media during the Term and for one (1) year following the first publication by the Company.
4.2 Archival and Removal Rights: Upon completion of the Term, the Deliverables will be designated as archives. The Company will no longer have the right to repost the Deliverables but may maintain them on the Company’s social media, Platform, and other media. The Influencer retains the right to request the removal of any archived Deliverables. Such a request must be submitted in writing to legal@vestiairecollective.com and specify each Deliverable to be removed. No additional fees or indemnities shall be due for this removal.
4.3 Personality rights: The Company shall have the right to use the Influencer’s name, photography, likeness and biography on the terms referred to in Sections 4.1 and 4.2 above, and also in public relations and press/media usage for the purposes of promoting the relationship.
4.4 The Company shall have no obligation to use the Deliverables, whether in any particular manner or at all.
5. Restrictions
5.1 During the Term, the Influencer undertakes, on a worldwide basis, that she/he will not publish any other paid or sponsored content mentioning a Competitor and she/he will not promote or advertise a Competitor in any manner whatsoever.
5.2 During the Term, the Influencer undertakes, on a worldwide basis, that she/he will not promote, or maintain an affiliation with, any fast fashion brand including, but not limited to: Boohoo, Nastygal, Pretty Litlle Things, Shein, H&M, Zara, Bershka, Stradivarius, Pull & Bear, Forever 21, Uniqlo, Primark, Na-kd, Missguided, Gap, Old Navy, Mango and White Fox Boutique.
6. Fees
6.1 In consideration of the Influencer providing the Deliverables in accordance with the terms of the Contract, the Company will pay the Influencer the Fees.
6.2 The Company will pay the Fees to the Influencer (or to the Agency acting on behalf of the Influencer) the sum owed within forty-five (45) days following receipt of the invoice presented by the Influencer or by the Agency after the Company has issued a purchase order. If payment is made to the Agency, the Agency will be solely responsible for making any payments due to the Influencer.
7. Confidentiality
7.1 The Influencer shall treat all Confidential Information provided by the Company as secret and strictly confidential during the Term and during five (5) years after its termination whatever the reason provided that notwithstanding the foregoing, the Influencer shall be permitted to disclose Confidential Information to its respective professional representatives and/or as required by law or court order and that Confidential Information shall not include information that (a) is made generally available in the public domain prior to time of disclosure; (b) is or becomes publicly available through no act or omission of the Influencer or Agency; (c) was already in the Influencer or Agency’s possession without an obligation of confidentiality prior to disclosure hereunder; (d) is rightfully disclosed to the Influencer or Agency by a third party without confidentiality restrictions; or (e) the Influencer or Agency independently developed without use or reference to Confidential Information.
7.2 The disclosure of any Confidential Information shall be considered as a breach of the Contract.
8. Intellectual Property Rights
8.1 The Influencer warrants that the Deliverables (and each of its components whether visual, written or audio) are original and do not infringe the Intellectual Property Rights of any third party.
8.2 The Influencer acknowledges that, except to the extent necessary to enable the Influence to fulfill her/his obligations under the Contract and provide the Deliverables, the Contract does not grant to the Influencer (or the Agency acting on behalf of the Influencer) any rights or license to the Vestiaire Collective Logos, Intellectual Property Rights or other assets.
8.3 The Contract does not grant to the Influencer any exclusivity on the Campaign and the Company reserves the right to engage other influencers and promoters with respect to the Campaign.
9. Personal Data
9.1 The Influencer acknowledges that the Company may, for the purpose of exercising its rights under the Contract, process the Influencer’s Personal Data.
9.2 Data Controller: The entity with which the Influencer enters into the Contract is the data controller for the data concerning the Influencer within the meaning of the applicable data protection regulations.
9.3 Categories of Collected Data: The Company collects and processes the following data:
9.3.1 Identity-related data: name, first name, email address, postal address, date of birth and image;
9.3.2 Economic and financial situation data: billing and payment data; and
9.3.3 Professional data: username on social media, influencer category, social networks used, number of followers, editorial line, partnerships with third parties, interests, publications etc.
9.4 Unless otherwise stated, all requested information is mandatory. The Influencer’s possible opposition to the processing of this data may result in the suspension or termination of the Contract binding the Influencer to the Company.
9.5 Purpose, Legal Basis, and Retention Periods:
9.6 Categories of Recipients: The categories of recipients are listed below:
9.6.1 Internal services responsible for managing the contractual relationship (sales department, legal department, finance department and data protection delegate), which may be attached to other entities of the group, including Vestiaire Collective SA, 53 rue de Châteaudun, 75009 Paris, FRANCE;
9.6.2 Sub-processors;
9.6.3 IT service providers;
9.6.4 External legal advisors;
9.6.5.Banking providers and any debt collection services; and
9.6.6 Authorized third parties (tax authorities, auditors, etc.).
9.7 Security: The Company is committed to implementing and maintaining appropriate technical and organizational measures regarding the processing and security of personal data.
9.8 Transfer Outside the EU: Some collected data is transferred to recipients, service providers, and/or entities of the Company’s group, which may be located within the European Union (EU) or in a country outside the EU. Before any transfer outside the EU, the Company has ensured that: (i) the destination countries provide an adequate level of protection for personal data recognized by the European Commission; or (ii) appropriate safeguards have been adopted (e.g., by signing, with the recipient, the standard contractual clauses adopted by the European Commission).
9.9 Exercise of Rights Regarding Personal Data: Depending on the applicable regulations, the Influencer has the right of access, rectification, erasure, restriction, objection and portability, subject to legal limitations. The exercise of these rights is done by contacting the data protection officer, via the dedicated portal accessible here: Privacy Portal.
10. Termination
10.1 Termination for cause: A Party may terminate the Contract for material breach by the other Party if the other Party fails to cure such breach within forty-eight (48) hours after written notice specifying details of the breach.
10.2 Termination for convenience: Either Party has the right to terminate the Contract, at any time, upon providing fifteen (15) days prior written notice to the other Party, without any compensation being due.
10.3 Immediate termination: In addition, if the Influencer becomes the subject of adverse press coverage or public criticism, commits an act or offense involving immoral or unethical conduct that would bring the Influencer or the Company into public disrepute, scandal or ridicule, or which in the Company’s opinion injures the Company or its products or services, then the Company shall have the right to terminate this Contract with immediate effect, by written notice without compensation for the Influencer.
10.4 On the termination or expiry of the Contract for any reason the Influencer shall cease to make use of the Vestiaire Collective Logos and trademarks, the Campaign name and any hashtags or other tags which refer to the Company, and/or the Campaign.
10.5 Termination or expiry of the Contract for any reason shall be without prejudice to any rights or obligations of either Party arising prior to termination or expiry. The following sections of the Contract shall survive termination or expiration of the Contract: 4 (Grant of Rights and Territory); 5 (Restrictions); 7 (Confidentiality); 8 (Intellectual Property Rights); 9 (Personal Data); 11 (Responsibility, Warranties and Liability); 12 (Notices), 13 (General), 14 (Governing Law and Contracting Entity); and any provisions that by their nature should survive termination.
11. Responsibility, Warranties and Liability
11.1 Each Party represents, warrants and undertakes that it has all the necessary authorizations to perform its obligations under the contract and has the necessary insurance coverage relating to its business activity. Any Agency acting on behalf of the Influencer hereby warrants it is duly authorized by the Influencer to negotiate and sign the Contract.
11.2 The Influencer represents, warrants and undertakes that she/he is not subject to any prior or existing contractual or other obligation that prevents, restricts, limits or in any way affects her/his capacity to: (i) enter into the Contract; (ii) provide the Deliverables; or (iii) grant any rights (including, without limitation, the right and authority to license the Intellectual Property Rights in and the use of the Deliverables to the Company on the terms of the Contract) or perform any obligations under the Contract.
11.3 The Influencer is solely responsible for the content of the Deliverables and any other user generated content. The Influencer shall hold harmless and indemnify the Company for any damage, losses or expenses resulting from any actions, claims, complaints or proceedings that may be brought by any third party against the Company in connection with any breach by the Influencer of her/his obligations under the Contract.
11.4 Nothing in the Contract shall limit or exclude either Party’s liability arising from death or injury to persons caused by negligence, fraud, or any other liability that cannot be limited or excluded by law.
11.5 The Company shall not be liable to the Influencer for any of the following types of loss or damage even if, in each case, the Company has been advised of the possibility of such loss or damage: (i) special, indirect or consequential loss; (ii) loss of profits; (iii) loss of revenue; (iv) loss of business; (v) loss of goodwill; and/or (vi) loss or damage arising from loss, damage or corruption of any data.
11.6 The aggregate liability of the Company to the Influencer under or in connection with the Contract, whether arising from contract, negligence or otherwise, shall be limited to the Fees actually paid by the Company to the Influencer at the date the liability arose.
11.7 The Influencer undertakes to comply with and keep up to date with her/his legal, administrative and tax obligations in all respects, so that the Company is under no circumstances exposed to any liability, inconvenience or obstacle arising from a failure by the Influencer to fulfill his/her aforementioned obligations.
12. Notices
12.1 Any formal notice shall be sent to the Company by registered letter with the acknowledgment of receipt at its registered address and to the attention of the Legal Department and the General Counsel.
12.2 Any formal notice shall be sent to the Influencer by registered letter with acknowledgment of receipt at the Influencer’s or Agency’s address as provided in the Contract.
13. General
13.1 Effective Date: Unless otherwise stated in the Key Terms, the Contract will come into force on the date the last Party signs the Key Terms document.
13.2 Entire agreement and order of precedence. The Contract represents the entire agreement of the Parties, and supersedes any prior or current understandings, whether written or oral with respect to the subject matter of the Contract. In the event of a conflict between the components of the Contract, the Key Terms will prevail over these General T&Cs.
13.3 Amendment: Any amendment of the Key Terms must be in writing and signed by both Parties. The Company reserves the right to modify or replace these General T&Cs at any time. Should the Influencer or its Agency disagree with an updated version of these General T&Cs, they should immediately notify the Company.
13.4 Waiver: Neither Party will be deemed to have waived any of its rights under the Contract by lapse of time or by any statement or representation other than by a written waiver by a duly authorized representative. No waiver constitutes a waiver of any prior or subsequent breach.
13.5 Relationship of the Parties: The relationship of the Parties created by the Contract is that of independent contractor and not that of employer/employee, principal/agent, partnership, joint venture or representative of the other. Neither Party is authorized to make any representation, contract or commitment on behalf of the other Party. The Influencer enters into the Contract as an independent contractor, duly registered as such in her/his country of residency (if such registration is required by Applicable Laws). If requested by the Company, the Influencer will provide the Company with proof of registration issued by the competent authority of her/his country of residency.
13.6 Assignment: There are no third-party beneficiaries to the Contract. The Influencer may not assign or otherwise transfer any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of the Company. Any assignment in breach of this Section is null and void. Except to the extent identified in this Section, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the Parties.
13.7 Severability: If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract shall remain in effect.
14. Contracting Entity and Governing Law
14.1 The Vestiaire Collective group entity contracting with the Influencer is the entity specified in the Key Terms:
VESTIAIRE COLLECTIVE SA, a French public limited company governed by the laws of France with its office located at 53 rue de Châteaudun, 75009 Paris, FRANCE, and registered in the Paris Trade & Companies Register under n° 517 465 225.
VESTIAIRE COLLECTIVE AMERICAS INC., a Delaware corporation with its principal place of business located at 850 Third Avenue, Suite 301, Brooklyn, New York 11232, USA.
VESTIAIRE COLLECTIVE ITALIA S.R.L., a company incorporated under the laws of Italy with its office located at Via Francesco Soave 6, 20135 Milan, Italy.
VESTIAIRE COLLECTIVE GMBH, a company incorporated under the laws of Germany with its office located at Lebacher Str. 4, 66113 Saarbrücken, Germany.
VESTIAIRE COLLECTIVE UK LIMITED, a company incorporated under the laws of England with its office located at c/o Hillier Hopkins LLP, 249 Silbury Boulevard, Milton Keynes, Bucks, MK9 1NA, United Kingdom.
VESTIAIRE COLLECTIVE SINGAPORE PTE. LTD., a company incorporated under the laws of Singapore with registration number 202013539E and registered address at 9 Straits View, #06-07 Marina One West Tower, Singapore 018937.
VESTIAIRE COLLECTIVE HK LIMITED, a company incorporated under the laws of Hong Kong with registration number 67769166 and registered address at Unit C & D 11/F, China Merchants Logistics Center, 38 Hong Wan Road, Tsing Yi, Hong Kong.
14.2 The Contract is governed by:
14.2.1 in the case of the Contract entered into by VESTIAIRE COLLECTIVE SA, VESTIAIRE COLLECTIVE ITALIA S.R.L, VESTIAIRE COLLECTIVE GMBH or VESTIAIRE COLLECTIVE UK LIMITED, the laws of France. Any and all disputes in connection with, relating to or arising out of the Contract, including any dispute as to the interpretation, performance, non-performance or termination of this Contract, including summary proceedings, will be referred to the Courts of Paris;
14.2.2 in the case of the Contract entered into by VESTIAIRE COLLECTIVE AMERICAS INC., the laws of New York. Any and all disputes in connection with, relating to or arising out of the Contract, including any dispute as to the interpretation, performance, non-performance or termination of this Contract, including summary proceedings, will be referred to the Courts of New York; and
14.2.3 in the case of the Contract entered into by VESTIAIRE COLLECTIVE SINGAPORE PTE.LTD. or VESTIAIRE COLLECTIVE HONG KONG LIMITED., the laws of Singapore. Any and all disputes in connection with, relating to or arising out of the Contract, including any dispute as to the interpretation, performance, non-performance or termination of this Contract, including summary proceedings, will be referred to the Courts of Singapore.