General Terms and Conditions for Influencers

Terms and Conditions for the Creation and Distribution of Advertising on the Internet 

§ 1 Scope of Application 

These Terms and Conditions (hereinafter referred to as the “T&Cs”) shall apply to all agreements concerning the creation and distribution of advertising, in particular via the internet and social networks, between KESS Berlin GmbH (hereinafter “KESS”) and natural persons, legal entities, or partnerships with legal capacity acting in the course of their commercial or independent professional activity at the time of conclusion of the agreement (hereinafter referred to as the “Influencer”).  

§ 2 Services Provided by the Influencer 

2.1 The Influencer's services consist of the creation and distribution of advertising for KESS on social networks (e.g. Instagram, YouTube, TikTok), and where agreed, on other online and/or offline channels. The specific products to be promoted, the scope, duration, and channels for the advertising will be determined in separate individual agreements or via email between the parties. The agreement may also be concluded via a marketing or advertising tool (all such individual agreements hereinafter collectively referred to as the “Offer”). 

2.2 The Influencer shall present, discuss, and/or otherwise mention the KESS Berlin brand and its associated products and services (collectively referred to as the “Products”). For this purpose, the Influencer shall create and publish image and/or video material, posts, stories, or similar content (collectively referred to as the “Content”) meeting the following requirements: 

§ 3 Further Obligations of the Influencer 

3.1 The Content shall be designed by the Influencer at their own discretion within the framework set out in Clause 2.2 and subject to the other provisions of these T&Cs. Approval of the Content by KESS shall only be required if expressly agreed in the Offer. 

3.2 The Influencer shall comply with all applicable laws relevant to the performance of the services, in particular by labelling any advertising for KESS as required by law and refraining from using third-party content protected by copyright, trademark, or other rights unless the necessary rights have been obtained. Should the Influencer culpably breach this obligation, they shall indemnify KESS against all third-party claims arising from such breach, including reasonable legal defence costs. 

3.3 The Influencer further undertakes to demonstrate respect, professional conduct, and loyalty towards KESS Berlin and to act in consideration of KESS’s legitimate interests, particularly its reputation, image, and public perception. In particular, the Influencer shall refrain from (a) any negative statements about KESS Berlin and/or its products or services (b) violations of accepted standards of morality and any glorification of violence or discriminatory statements (c) support for extremist political or religious parties or groups. 

3.4 The Influencer shall inform KESS without undue delay and in writing (email is sufficient) of any circumstances that may be relevant to the performance of the services or the business relationship with KESS. Subcontracting (even in part) to third parties is not permitted. 

§ 4 KESS’s Contributions 

4.1 Where necessary, KESS shall provide the Influencer with the relevant Products or other materials from KESS free of charge for the purpose of creating the Content. 

4.2 Clause 4.1 does not apply to other equipment or materials required by the Influencer to produce the Content, such as cameras, lighting, microphones, etc. These and any other related costs shall be borne solely by the Influencer and will not be reimbursed by KESS. 

§ 5 Remuneration 

5.1 The Influencer shall receive remuneration for the services performed in accordance with these T&Cs and the respective Offer, as specified in the Offer. Remuneration may consist of, or include, the provision of Products in lieu of or in addition to a monetary payment, potentially under a barter arrangement and/or revenue share. Where a revenue share is agreed, KESS shall provide information on the relevant revenue amount at the end of each month. 

5.2 Where monetary compensation is agreed, payment shall be made within 30 days of performance and proper invoicing by the Influencer. In addition to statutory invoice requirements, invoices must include the following details: 

5.3 If services are contracted and billed via a marketing or advertising tool, different invoicing procedures may apply in accordance with the tool’s specifications or technical requirements. 

5.4 The Influencer is solely responsible for the proper taxation of received payments and/or Products, as well as for meeting all other financial, social security, and accounting obligations. 

5.5 The remuneration pursuant to this Clause 5 fully compensates all services rendered by the Influencer under the respective Offer, including the rights of use pursuant to Clause 6.1. 

§ 6 Intellectual Property and Rights of Use 

6.1 All intellectual property rights in the Influencer’s Content remain with the Influencer. Unless otherwise agreed in the Offer, the Influencer grants KESS an exclusive right to reproduce the Content once (i.e., reposting) on KESS’s own social media channels and/or on other channels where the advertising was originally published. 

6.2 All intellectual property rights in images, videos, or other products and materials provided to the Influencer by KESS during the collaboration remain with KESS and/or third parties. The use of such materials by the Influencer is strictly limited to the performance of services under the relevant Offer, unless KESS has explicitly consented to further use. 

§ 7 Term and Termination 

7.1 The duration of the cooperation shall be determined by the respective Offer(s). Ordinary termination is only possible if performance has not yet commenced and requires a notice period of seven (7) days. 

7.2 The right to extraordinary termination of individual Offers and/or all outstanding Offers remains unaffected. Extraordinary termination due to a breach of the Offer and/or these T&Cs generally requires a prior written warning with a reasonable deadline to remedy the breach. KESS may terminate without notice in the event of a material breach of obligations under Clauses 3 or 9 by the Influencer. 

7.3 In the event of early termination under Clauses 7.1 or 7.2, the Influencer shall not be entitled to remuneration for unperformed services. However, any (proportional) remuneration for services properly performed shall remain unaffected. 

§ 8 Confidentiality 

8.1 The Influencer agrees to use all information received during the collaboration that is marked as confidential or would reasonably be considered confidential (including but not limited to business secrets, internal policies, financial figures, and content of Offers – hereinafter “Confidential Information”) solely for the performance of services and not to disclose such information to third parties without KESS’s express consent.