General Terms and Conditions

These general terms and conditions apply to all contracts for influencer marketing services between FNLY Social UG (haftungsbeschränkt), Am Kraftwerk 23, 34582 Borken (Hessen), Germany, trading under the FNLY Agency brand (hereinafter the “Agency”), and its clients.

The Agency's services are offered exclusively to businesses (Unternehmer) within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. The Agency does not enter into contracts with consumers.

Deviating or supplementary terms of the client only apply if the Agency expressly agrees to them in text form (Textform). This also applies if the Agency provides services while aware of such terms.

The Agency's offers are non-binding unless expressly designated as binding. An offer states the intended services, the planned creators, the period, the scope of usage rights and the remuneration.

The contract is concluded when the client accepts an offer in text form or the Agency confirms an order from the client in text form. The content of the contract is determined by the accepted offer or the order confirmation and these terms.

The Agency brokers and manages collaborations between the client and creators, develops campaign concepts and carries out campaigns. The exact scope is set out in the offer or the order confirmation.

Creators design their content independently and in their own style. They are not vicarious agents (Erfüllungsgehilfen) of the Agency unless expressly agreed otherwise.

The Agency owes the agreed services, not a particular commercial outcome. The Agency gives no guarantee of reach, views, engagement, clicks or sales. Information on followers and reach is based on the platforms' data at the time of the offer.

• Selection of suitable creators, including checks for bought followers and engagement
• Concept and briefing
• Negotiation and conclusion of the creator agreements
• Coordination of product shipping, approvals and publication
• Report after the campaign has ended, where agreed

The client provides the Agency in good time with all information, materials and products needed to carry out the work. This includes in particular a briefing with goals, key messages and requirements, the agreed products in sufficient quantity, and logos and other brand materials.

The client is responsible for the accuracy of its product information and advertising claims and ensures that materials it supplies are free of third-party rights or that it holds the necessary rights.

The client gives approvals within the deadlines stated in the offer or, unless otherwise agreed, within three business days. If the client's cooperation is delayed, deadlines are postponed accordingly. Any additional work this causes may be charged separately.

Where agreed, the Agency submits concepts and creator content to the client for approval before publication. One round of corrections per piece of content is included in the price unless the offer provides otherwise.

Corrections relate to factual errors and deviations from the briefing. Change requests that go beyond the briefing, as well as further rounds of corrections, are charged separately. The creator's creative style is not a reason for a correction.

If the client does not respond within the approval period, the content is deemed approved, provided the Agency pointed out this consequence when submitting it.

All content created under an order is labeled as advertising in accordance with the statutory requirements, in particular § 5a Abs. 4 of the Act against Unfair Competition (UWG), § 6 Abs. 1 of the Digital Services Act (DDG) and § 22 of the Interstate Media Treaty (MStV).

The client will not request covert advertising or labeling that falls short of the statutory requirements. The Agency and the creators are entitled to refuse requirements that breach labeling obligations or other laws.

The remuneration consists of the creators' fees and the agency fee. The agency fee is 20% of the creator fees, with a minimum of $500 per campaign. Other services such as ongoing management, surcharges for extended usage rights or exclusivity are charged according to the offer.

All prices are net plus statutory VAT. Costs for products, shipping, travel or third-party services are charged separately if not included in the offer.

If the artists' social insurance levy (Künstlersozialabgabe) is payable on the remuneration, it is borne by the client.

Unless otherwise agreed, the Agency invoices 50% of the remuneration when the order is placed and the remainder after the content has been published. Ongoing management is billed monthly in advance.

Invoices are payable without deduction within 14 days of the invoice date. The Agency is entitled to begin work only after receipt of the first payment.

If the client is in default, the statutory provisions apply. The client may only set off claims that are undisputed or have been finally established by a court.

The client only receives usage rights to the creators' content to the extent specified in the offer or order confirmation in terms of channels, duration, territory and type of use. Without an express agreement, the client may share and link to the content on the creator's channels, but may not publish it in its own ads or on its own channels.

Usage rights can be extended for a surcharge, in particular for paid ads, which requires an agreement in text form. The rights only pass to the client once the remuneration has been paid in full.

The client may only use the creators' personality rights, in particular their name, image and voice, within the agreed scope.

Creators are not obliged to forgo collaborations with other companies during or after a campaign. Exclusivity, such as refraining from advertising for competitors for a certain period, only applies if expressly agreed and paid for in the offer or the order confirmation.

If the client cancels an order after the contract has been concluded, the Agency may claim flat-rate compensation. It depends on the time of cancellation relative to the first agreed publication date and is calculated on the basis of the agreed total remuneration.

• up to 30 days before the first publication date: 25%
• 29 to 14 days before the first publication date: 50%
• less than 14 days before the first publication date or after the creators have started production: 100%
• Costs already incurred for products, shipping and third-party services must be reimbursed in any case.
• The client retains the right to prove that the Agency has suffered no loss or a significantly lower loss.

If a creator drops out for reasons for which the Agency is not responsible, for example illness, suspension of an account or termination of the collaboration, the Agency proposes an equivalent replacement creator to the client. An equivalent creator is one with a comparable audience, platform and reach.

If the client rejects the replacement for understandable reasons or no equivalent replacement is available, the Agency refunds the part of the remuneration attributable to that creator, insofar as it has not already been used up by services rendered. Further claims exist only under § 13.

The Agency has unlimited liability for intent and gross negligence, for injury to life, body or health, under any guarantee it has given and under the German Product Liability Act (Produkthaftungsgesetz).

In the case of slight negligence, the Agency is only liable for breach of an essential contractual obligation, meaning an obligation whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In this case, liability is limited to the foreseeable damage typical for this type of contract.

The Agency is not liable for content and statements specified or approved by the client, in particular not for the legal permissibility of product information and advertising claims. The client indemnifies the Agency against third-party claims arising from such specifications.

Both parties treat all non-public information they receive in the course of the collaboration as confidential. This includes in particular terms, campaign plans, new products and performance figures.

This obligation continues after the end of the contract. It does not apply to information that is publicly known or whose disclosure is required by law.

The Agency processes personal data in accordance with the applicable data protection regulations. Details can be found in the privacy policy on this website. Where the Agency processes personal data on behalf of the client, the parties conclude a data processing agreement (Auftragsverarbeitungsvertrag).

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the Agency's registered office, provided the client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

Amendments and additions to the contract must be made in text form. This also applies to any amendment of this clause.

Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.