Terms & Conditions
1. INTRODUCTION AND APPLICATION
1.1. Forest Colard Limited, with registration number 11523100 (“Forest Colard”, “FC”, “we”, “us” or “our”) is a creative agency focusing on social media marketing campaigns, influencer marketing and events. Forest Colard, among other things, carries out promotional campaigns for its clients on social media platforms such as Instagram, TikTok, YouTube, Facebook etc. (referred to as “Campaigns” and “Platforms” respectively).
1.2. These general terms and conditions (the “General Terms”) shall apply between Forest Colard and you (the “Talent” or “you”) in connection with your acceptance to be bound by these General Terms and thus entering into a business and legal relationship with Forest Colard, pursuant to which the Talent, on a non-exclusive, non-employee basis, is to perform social media services, including creating and publishing social media content (“Content”) via the Talent’s social media accounts on certain Platforms (the “Accounts”) in paid partnership with Forest Colard’s clients (together the “Services”). Forest Colard and you are herein collectively referred to as the “Parties”.
1.3. Talent understands and acknowledges that these General Terms are a valid and binding legal document which affects the Talents legal and financial interests. The Talent acknowledges and agrees that the Talent has been represented by independent counsel or has had the unrestricted opportunity to be represented by independent legal counsel of the Talents own choice for purposes of advising the Talent prior to accepting these General Terms. You accept these General Terms by ticking a box in connection with filling out Forest Colard’s “Creator Onboarding Form” or by providing your written agreement to these General Terms in your correspondence with Forest Colard. By accepting the General Terms, you hereby agree to be bound by and to comply with the terms and conditions herein, as well as any instructions issued by Forest Colard from time to time in relation to the Services.
1.4. In the event the Talent is a minor (i.e. under 18 years old or any other relevant age restriction in another jurisdiction where the Talent is a citizen) or otherwise under guardianship, the conclusion of these General Terms is subject to the Talent’s parent(s) or legal guardian(s) giving his/her/their written approval thereto.
1.5. These General Terms, together with any specific terms set out in a Campaign Brief (as defined in Section 3.1 below), constitutes the entire agreement and understanding between the Parties relating to the subject matter herein. For the avoidance of doubt, any reference to these “General Terms” shall further include each and every Campaign Brief delivered to you by Forest Colard. In the event of any conflict between the General Terms and any separate terms set out in a Campaign Brief, the terms of the Campaign Brief shall prevail.
2. CRITERIA FOR TALENT
2.1. To become and stay a Talent for Forest Colard, the Talent must at any given time meet the following criteria and must continue to meet these criteria until termination of these General Terms in accordance with Section 14 below:
(I) Be at least 18 years old;
(II) Have an active and engaged social media profile on the Platforms as indicated by Forest Colard; and
(III) Have a social media profile that is aligned with Forest Colard’s values.
3. DELIVERABLES
3.1. Talent shall create Content based on briefs delivered by Forest Colard for each individual Campaign that the Talent participates in (the “Campaign Briefs”).
3.2. Any and all images and/or videos constituting Content shall be edited to reflect the Campaign Brief and be in good, representative quality as may be expected from qualified and competent talent before published.
4. POSTING OF CONTENT
4.1. Talent shall post the Content created on the Accounts and Platforms specified in each Campaign Brief and otherwise in accordance with any additional instructions in each Campaign Brief. Furthermore, the Talent undertakes at all times to abide by the rules of the relevant Platform.
4.2. Please note, by agreeing to be a part of the campaign as Talent, Talent has also agreed to keep their video live on their account for a minimum of 21 days, so that Forest Colard can monitor the progress of the campaign.
4.3. All content posts must be original posts and not repurposed between platforms, unless specified within the brief.
4.4. Content posts must come directly from Talent’s drafts, and thus should not be reposted from the Talent’s camera-roll, should not contain watermarks, nor should the content be made “public” from “private” or “friends only” pages.
4.5. All Content as well as any comments etc. on Platforms should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
4.6. Further, the Talent agrees that:
(I) Forest Colard must approve all Content before the Talent may publish the Content on the agreed Platforms. Forest Colard has absolute discretion to withhold approval;
(II) where content is posted without the Company’s approval, fees may not be paid;
(III) once Content has been approved by Forest Colard, the Talent may publish the Content on the agreed Platforms without delay, however not later than 24 hours after the Content has been approved unless otherwise agreed between the Parties;
(IV) once approved Content has been published to Platforms, all posts on the Platforms by the Talent regarding the Campaign shall include a description to convey it is a sponsored post, however, Forest Colard holds no responsibility as to the Talent’s declarations for posts being sponsored;
(V) the Talent may not edit, modify or in any other way alter the Content after Forest Colard has approved the Content unless Forest Colard instructs otherwise;
(VI) the Talent is solely responsible for the publication of the Content;
(VII) after Content has been published, the Talent will not publish any other content of whatever kind it may be where the effect of publishing such additional content would be to reduce the prominence of the Content. The Talent may not publish posts on their social media profiles two (2) hours prior to the publishing of the Forest Colard’s approved post(s) unless agreed otherwise (on a project by project basis). The Talent may not publish other posts on their social media profiles until three (3) hours after the publishing of the Forest Colard’s approved post(s) unless agreed otherwise (on a project by project basis).
(VIII) Content posted must stay on the top of your feed for minimum (i) twenty-four (24) hours with regard to other content created in connection with any paid partnerships and (ii) three (3) hours with regard to any content created by the Talent that was not created in connection with any paid partnerships;
(IX) In order to receive fees, where the Services include content to be posted online, the content must remain on the Talent’s social media profiles for at least 30 days;
(X) Forest Colard has the right at any time to moderate any Content after publication and the Talent will immediately make any reasonable modification or amendment requested by Forest Colard; and
(XI) Forest Colard has the right at any time to request that the relevant Content will be removed, and the Talent will comply with such a request immediately upon receipt of such notification.
(XII) any early remove of approved content will be considered breach of terms and may result in withholding of renumeration – Forest Colard reserves the right to immediately terminate General Terms with the Talent.
5. OWNERSHIP AND USE OF THE CONTENT
5.1. All ownership, title and interest in and to the Content created by the Talent hereunder, including any intellectual property rights in such Content, whether registered or not, shall be the sole property of the Talent.
5.2. Notwithstanding the aforesaid in Section 5.1 above, Talent hereby grants to Forest Colard an exclusive, irrevocable, worldwide, sub-licensable, royalty-free license to, use, copy, reproduce, publicly display and perform, transmit, sell, create derivative works of, modify, and otherwise distribute the Content to Forest Colard’s clients and via our own site, channels and promotional materials. The license pursuant to this Section 5.2 shall be valid for a period of six (6) months from the date of Forest Colard’s approval of the Content created by the Talent for each Campaign in accordance with Section 4.4 above.
5.3. Forest Colard shall accord the Talent credit in connection with its use of the Content during a Campaign. However, any inadvertent failure to accord Talent such credit shall not be deemed a breach of these General Terms.
6. REMUNERATION
6.1. In consideration of the Talent’s performance of the Services hereunder, Forest Colard shall pay to the Talent a fee stated in the Campaign Brief for each Campaign and the fee will be paid in connection with the Content being posted on the Talent’s Accounts as agreed by the Parties. Payment details of Talent shall be sent in an invoice by email to invoice@forestcolard.com and Talent is solely responsible for the accuracy of such payment details.
6.2. No late payment penalties, charges or fees shall be applied.
6.3 Please note, talent must raise the invoice for payment within six (6) calendar months of posting content to the designated platform, otherwise Forest Colard reserves the right to terminate these General Terms and will withhold payment.
6.4. Talent is solely responsible for any and all taxes, fees and/or other charges payable due to these General Terms and the fees paid to the Talent for the Services.
7. DATA PROTECTION
7.1 Forest Colard processes personal data in accordance with the General Data Protection Regulation, GDPR, and in accordance with our applicable Privacy Policy which is available here. By accepting these General Terms, you consent to such processing and you warrant that all data provided by you is accurate and complete.
8. HONESTY
8.1. Talent shall not misrepresent the size of its audience or its numbers of followers or engagement. Followers must be obtained organically and not through unethical behaviour such as (but not limited to), purchasing followers, likes or engagement.
8.2. In the event that Forest Colard in its sole discretion suspects that the Talent is not complying with the requirement set out in Section 8.1 above, Forest Colard reserves the right to immediately terminate these General Terms with the Talent.
9. SPECIFIC OBLIGATIONS OF THE TALENT
Talent acknowledges and agrees:
(I) to comply with all legal requirements in connection with its obligations under these General Terms; and
(II) not to use any of the Content in any manner or for any purpose in violation of these General Terms.
10. REPRESENTATION AND WARRANTIES
Talent represents and warrants to Forest Colard that:
(I) it is at least 18 years old;
(II) it has the legal right and power to enter into these General Terms;
(III) the Content will not infringe any intellectual property rights or any other rights of any third party; and
(IV) the Content is not defamatory, libellous, slanderous, obscene or likely to cause offence.
11. CONFIDENTIALITY
11.1. Talent agrees, without limitation in time, not to reveal to third parties any confidential information that the Talent obtains from Forest Colard, or which arises during the performance of the Services under these General Terms. Confidential information shall mean any item of information – technical, commercial or of any other nature – regardless of whether or not such information has been documented, with the exception of information, which is generally known, or which becomes a matter of general knowledge in a manner other than through the Talent’s breach of these General Terms.
12. INDEMNITIES AND LIMITATION OF LIABILITY
12.1. Talent shall indemnify, defend and hold harmless Forest Colard and their respective owners, directors, officers, employees, agents and representatives from any and all claims, demands, suits, liability, damages, loss, fees, costs (including reasonable attorney’s fees) and other expenses resulting from or arising out of (i) the Talent’s breach of these General Terms and (ii) any proven or alleged infringement of third-party intellectual property rights by Content created by the Talent.
13. FORCE MAJEURE
13.1. Neither Party shall be liable for any loss, delay or failure in performance of any part of these Terms to the extent that such loss, delay or failure is caused by any event or circumstance that is beyond such Party’s reasonable control.
14. TERM AND TERMINATION
14.1. These General Terms shall enter into force when accepted by the Talent in accordance with Section 1.3 above, and shall remain in force until further notice with a mutual notice period of one (1) month beginning upon receipt by a Party of a written notice from the other Party.
14.2. Furthermore, Forest Colard may terminate these General Terms without prior notice if the other Party (i) breaches a material term or condition of these General Terms or any applicable law and/or regulation in relation to the Services or (ii) becomes insolvent or declare bankruptcy.
14.3. In the event of termination of these General Terms, Sections 5 (Ownership and Use of the Content), 7 (Data Protection), 11 (Confidentiality), 12 (Indemnities and Limitation of Liability) and 16 (Governing Law and Dispute Resolution) shall continue to be valid in accordance with what is stated therein after termination of these General Terms.
15. MISCELLANEOUS
15.1. Assignment. Talent may not assign these General Terms or any rights or obligations herein, by operation of law or otherwise without prior written consent of Forest Colard.
15.2. Amendments. These General Terms as well as our Privacy Policy may be amended by us from time to time.
15.3. Severability. A determination that any provision of these General Terms is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.
15.4. Legal relationship between the Parties. Talent will act as an independent contractor under these General Terms, and nothing herein shall be construed as creating an employment relationship of any kind or a partnership between the Parties.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. These General Terms and all issues in connection with them or with respect of the performance of the Services shall be governed by and construed in accordance with the substantive laws of the United Kingdom, without respect to conflict of law principles.