Influencer Terms of Service – General Terms

These General Terms form part of the Influencer Terms of Service Form (“Form”), accepted by the Influencer/Agency on the Agreement Date. Together, they constitute the agreement (“Agreement”) between Lemonboxes Limited (“Lemonboxes”) and the Influencer/Agency (as identified in the Form).

1. Interpretation

1.1 Capitalised terms not defined here will have the meanings assigned to them in the Form.

1.2 For the purposes of this Terms of Service:

• "Affiliate": Any entity that Controls, is Controlled by, or is under common Control with another entity, where "Control" means the direct or indirect power to direct the management, operations, or assets of that entity through ownership, contract, or otherwise.
• "Applicable Law": Any UK law, regulation, codes, data protection laws, and relevant judgments or orders applicable to a Party or its business.
• "Business Day": Any day other than Saturday, Sunday, or a public holiday in England and Wales.
• "Confidential Information": All non-public, proprietary, and commercially sensitive information disclosed under this Agreement. Exceptions include information:
  • (a) already in the receiving Party’s possession;
  • (b) in the public domain through no breach of this Agreement;
  • (c) lawfully received from a third party without confidentiality obligations; or
  • (d) independently developed without use of the Confidential Information.
• "Insolvency Event": Events like administration, liquidation, cessation of business, or inability to pay debts under the Insolvency Act 1986.
• "Influencer Content": Any original content (text, images, audio, video, etc.) created by the Influencer under this Agreement.
• "Individual Rights": Rights protecting the Influencer’s image, name, likeness, persona, and other publicity or privacy rights.
• "Intellectual Property Rights": All copyright, trademarks, patents, designs, and similar proprietary rights, whether registered or unregistered, worldwide.
• "Representatives": A Party’s Affiliates, officers, employees, agents, and subcontractors.

2. Term

2.1 This Agreement commences on the Agreement Date and will continue for the Initial Term stated in the Form. Upon expiry, Lemonboxes may renew the Agreement for further terms (“Renewal Term”) upon written notice. The Initial Term and Renewal Term(s) are collectively the Term.

3. Services

3.1 Obligations: The Influencer/Agency agrees to provide the services (“Services”) outlined in the Form and Orders issued by Lemonboxes. Services must be delivered:

• Professionally and independently, reflecting the same quality as the Influencer’s prior content;
• In compliance with Applicable Law and Lemonboxes’s feedback or creative briefs.

3.2 Orders:

• Lemonboxes may issue written Orders for additional Services.
• Conflicts between the Master Terms (Form and these General Terms) and an Order will be resolved in favour of the Master Terms unless otherwise stated.

3.3 Delivery & Amendments:

• Influencer/Agency must confirm receipt of an Order within 2 Business Days, or it will be deemed accepted.
• Lemonboxes may amend or terminate an Order before delivery by providing written notice.

3.4 Service Standards: When providing Services, the Influencer must:

• Create high-quality, original content;
• Respond to invitations for events at least 48 hours before the event;
• Avoid fraudulent, misleading, or defamatory statements about Lemonboxes or its Affiliates;
• Exclude abusive or prohibited content (e.g., hate speech, illegal goods, gambling, or pornography);
• Not subcontract obligations without prior written approval.

3.5 Content Review: Lemonboxes reserves the right to review, approve, or request removal of Influencer Content that fails to meet standards.

4. Fees, Invoicing, and Taxes

4.1 Fees:

• Lemonboxes will pay the Influencer the fees set out in the Form or Order (“Fees”).
• Fees are inclusive of all taxes unless otherwise stated.

4.2 Payments:

• Payments will be made via bank transfer to the Influencer’s nominated account.
• Influencer must provide accurate banking details and bear any penalties for errors.
• Lemonboxes may withhold or set off disputed Fees or outstanding sums owed by the Influencer.

4.3 Taxes:

• Each Party is responsible for its own taxes.
• Lemonboxes may withhold taxes as required under Applicable Law and will provide evidence of remittance where applicable.

5. Intellectual Property Rights

5.1 Ownership:

• All Influencer Content is deemed a “work for hire” and is owned exclusively by Lemonboxes.
• Where applicable law does not allow automatic ownership, the Influencer irrevocably assigns all rights to Lemonboxes.

5.2 Individual Rights:

• Influencer grants Lemonboxes a worldwide, perpetual, royalty-free licence to use their name, image, likeness, and related publicity rights for promotional purposes.

5.3 Lemonboxes IP:

• Lemonboxes retains ownership of all its logos, trademarks, and other materials shared under this Agreement.
• The Influencer may only use Lemonboxes’s branding with prior written approval.

6. Termination

6.1 Either Party may terminate this Agreement with immediate effect if:

• The other Party materially breaches the Agreement and fails to remedy it within 14 days of notice;
• An Insolvency Event occurs.

6.2 Lemonboxes may terminate the Agreement or an Order at any time by providing 7 days’ written notice.

6.3 On termination:

• The Influencer must refund any Fees for unfulfilled Services;
• Rights and obligations intended to survive termination (e.g., confidentiality, intellectual property) will remain in effect.

7. Governing Law and Dispute Resolution

7.1 This Agreement is governed by the laws of England and Wales.

7.2 Disputes will be resolved through mutual negotiations. If unresolved, disputes shall be referred to arbitration in London under the LCIA Rules. The arbitration will be conducted in English by a sole arbitrator, whose decision shall be final and binding.

8. General Provisions

8.1 Confidentiality: Both Parties agree to protect each other’s Confidential Information and use it solely for the purposes of this Agreement.

8.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties.

8.3 No Waiver: A failure to enforce any provision of this Agreement will not constitute a waiver of rights.

8.4 Severability: If any provision is deemed invalid, the remainder of the Agreement remains enforceable.