T&C | BRANDS

General terms and conditions:

1 General

  1. These General Terms and Conditions (“GTC”) apply to all business relationships between medialabel network GmbH (“hi!share.that”) and its clients (“clients”) in the context of the implementation of advertising campaigns involving the influencer marketing platform “hi!share.that”. The GTC apply exclusively to entrepreneurs (see § 14 BGB).
  2. hi!share.that provides the Client with advertising campaigns on social media, including blogs, (“Social Media”) and gives the Client the ability to track and evaluate them. The order placement takes place exclusively through the assigned contact person at hi!share.that Commissioned campaigns are implemented by hi!share.that with the involvement of advertisers, celebrities of the Internet and video producers (collectively “Influencers”). The Influencers are commissioned by hi!share.that in their own name and on their own account as subcontractors and create content for the respective campaign within the framework of the specifications agreed between hi!share.that and the customer and publish it.
  3. These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer are only valid insofar as hi!share.that has explicitly agreed to them. The mere unconditional acceptance of orders by hi!share.that does not constitute consent even if the customer is aware of the general terms and conditions of business.

2 Offer and conclusion of contract

  1. An effective contract between hi!share.that and the customer regarding the execution of a campaign is concluded by an offer of hi!share.that and the acceptance of this offer by the customer according to the following provisions.
  2. hi!share.that creates an individual offer for the customer for each campaign. The offer is considered a binding contract offer upon receipt by the customer in text form.
  3. The acceptance of this offer by the customer is made by declaration in written form. The contract is effectively concluded as soon as hi!share.that receives the customer’s written declaration of acceptance.
  4. Solely authoritative for the legal relationship between hi!share.that and the customer is the contract concluded with the written declaration of acceptance of the customer, including these GTC. This contract completely reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by hi!share.that prior to the conclusion of this contract are legally non-binding and oral agreements of the contracting parties are replaced by the written contract, unless it is explicitly stated in each case that they continue to be binding.
  5. Additions and amendments to the agreements made, including these GTC, must be made in writing to be effective.
  6. Transmission by telecommunication shall be sufficient to comply with the written form within the meaning of the above provisions, in particular. by fax or by e-mail, provided that the copy of the signed declaration is sent.

3 Description of services / campaign implementation

  1. The customer has the option to choose between the following services (explained in points a to c).
    1. CPX Campaign
      1. After the contract is completed, the CPX campaign is created in the hi!share.that system.
      2. hi!share.that forwards the order for the customer’s campaign to registered influencers so that they can check the offer and apply for execution or start directly. If this measure is not sufficient, active influencer acquisition is carried out.
      3. If the customer is not satisfied with the quality of the individual influencers, the customer can, based on the influencer ID transmitted by hi!share.that, identify them and have the advertising of the respective influencer paused.
    1. Hybrid Model
      1. After the contract is signed, the Content Fee + CPX campaign will be created in the hi!share.that system.
      2. In doing so, hi!share.that actively acquires influencers, consisting of initial contact and/or re-contact, negotiating the conditions (remuneration), as well as onboarding on the hi!share.that platform and supporting the influencers during the entire campaign period.
      3. Depending on the contract offer, the customer has the option to view the profiles and/or content of the influencers for approval before the campaign launch.If the customer rejects all proposals provided, hi!share.that will submit new proposals created by the influencers. The customer has the right to reject one round of proposals. If the customer rejects the submitted proposals also the second time, hi!share.that reserves the right to withdraw from the contract. hi!share.that explicitly reserves the right to assert claims for damages in this case.
      4. If the customer is not satisfied with the quality of the individual influencers, the customer can use the influencer ID transmitted by hi!share.that to identify them and pause their advertising.
    1. Social Influencer Ads
      1. After the binding contract offer is completed, the campaign is created in the associated system.
      2. The prerequisite for this campaign is that the customer allows hi!share.that access to his Facebook advertising account.
      3. For the Social Influencer Ads, hi!share.that accesses active influencers who have been booked for the corresponding campaign.There is also the option to run the Social Influencer Ads independently of previous campaigns.However, this requires a new influencer acquisition by hi!share.that.
  2. Regardless of the chosen service, the customer is in any case obliged to provide hi!share.that with a briefing for the influencers in due time before the start of a campaign. hi!share.that will provide the customer with all requirements needed for the creation of the briefing.
  3. If the contract budget of the campaign specified by the customer is used up, the campaign will be terminated by hi!share.that The tracking links will no longer be available from this point on. Since the update of the performance, for technical reasons, can only take place every 2 minutes, it may happen that the contract budget, previously agreed upon by the customer, is exceeded.In this case, the customer must pay up to 5% of the over-delivery of the agreed contract budget.
  4. The customer is free to stop the campaign set by him at any time, provided that there are technical problems.
  5. If the campaign is cancelled by the customer after the conclusion of the contract but before the start, the customer is obliged to pay the full amount of the contractually agreed agency handling fee to hi!share.that. If it is a campaign of the type in §3 a, the customer is obliged to pay 50% of the agreed contract budget to hi!share.that.
  6. If the campaign is postponed by the client for more than 48h hours after the conclusion of the contract, but before the start, then the client is obliged to pay hi!share.that an additional expense fee in the amount of 10% of the contractually agreed contract budget.
  7. If a contract has already been concluded with the Influencer before the campaign is stopped, the Influencer has the right to advertise the campaign at the agreed conditions. If this is not possible, the customer is obliged to compensate the influencer and hi!share.that for the loss of earnings. This amounts to 50% of the contract budget.
  8. hi!share.that is free to terminate the campaigns at its own discretion at any time and to settle with the customer. hi!share.that will terminate a campaign in particular if the contract budget specified by the customer has not been used even after a longer period of time (within a period of 4 weeks) or if too few (2-3 influencers) or no influencers have participated in the campaign.
  9. hi!share.that reserves the right to terminate the campaign also in the case that the commissioned Influencer, despite his contractual obligation, does not perform his service without hi!share.that being responsible for this. In this case, hi!share.that will immediately inform the customer that the contractually owed service has not been provided by the Influencer and to immediately reimburse any services already provided.
  10. If the customer cancels before completion of the campaign, the remuneration to be paid by him shall be calculated as follows:
    1. Cancellation until the start of content production: 50% of the agreed contract budget in the case of campaigns that are agreed as in §3 paragraph a. For campaigns agreed as §3 paragraph b and c it is 50% Agency Handling Fee.
    2. After the start of the production, the full remuneration is to be paid. The customer is at liberty to prove that hi!share.that saves expenses or acquires or maliciously refrains from acquiring them through other use of its labor.
  11. The prices set by the customer are net, i.e. exclusive of any applicable value added tax.
  12. The net charge results in the total amount payable by the customer. If this amount is due for payment, sales tax shall be payable on this amount, which shall also be borne by the customer. The customer receives an invoice for the final amount. Its payment term is Net 30 days.
  13. The customer can make the payment by bank transfer.
  14. The campaigns are billed by hi!share.that after the campaign has ended. A campaign is terminated when the contract budget specified by the customer has been reached, the customer has stopped the campaign, hi!share.that has terminated the campaign prematurely or the contractually agreed campaign period ends.
  15. Basis for the settlement of the remuneration for the campaigns are exclusively those data, which are generated via the unchanged tracking link generated by hi!share.that. Only the figures of the customer’s tracking provider are used for billing.

4 Service availability / coverage

  1. The customer has no right to uninterrupted availability of the service. The services of hi!share.that may occasionally be interrupted or limited to enable repairs, maintenance or the introduction of new facilities or services. The customer has no claim for failure if the service of hi!share.that cannot be accessed due to the aforementioned reasons or due to force majeure.
  2. In case of campaigns hi!share.that does not guarantee that the published links have a certain range or reach a certain target group. If necessary, the customer can influence this by selecting the influencers. hi!share.that is only liable for making the tracking links as well as all relevant information about the campaign accessible for the influencers. Whether and on which platform the tracking links are published, hi!share.that cannot guarantee. However, hi!share.that will work in its contractual relationship with the influencers to ensure that the tracking links are published exclusively on the channels of recognized social networks operated by the influencers themselves.

5 Liability

  1. hi!share.that is liable to the customer in case of intent and gross negligence according to the legal regulations.
  2. In other cases hi!share.that is only liable – unless otherwise regulated in paragraph 3 – in case of a breach of an essential contractual obligation, i.e. a contractual obligation the fulfillment of which enables the proper execution of the contract in the first place and the compliance with which the customer may rely on (so-called “cardinal obligation”), and limited to the compensation of the foreseeable and typical damage. In all other cases, hi!share.that’s liability is excluded – subject to the provision in paragraph 3.
  3. The liability of hi!share.that for damages resulting from injury to life, body or health, in the context of the assumption of a guarantee or a procurement risk in the sense of § 276 BGB (German Civil Code) as well as according to mandatory statutory provisions, in particular according to the Product Liability Act, remains unaffected by the above limitations and exclusions of liability.
  4. For the loss of data hi!share.that is only liable according to the above paragraphs and only if such a loss could not have been avoided by reasonable data backup measures on the part of the customer.
  5. The above limitations of liability apply to representatives, executive and non-executive employees, other vicarious agents as well as subcontractors of hi!share.that
  6. A reversal of the burden of proof is not associated with the above provisions.

6 Circumvention / Contractual penalty / Commission

  1. In case hi!share.that submits an offer for a campaign to the customer by naming a certain influencer, the customer is obliged to refrain from entering into a contractual relationship for this campaign or a campaign with essentially the same content directly with the respective influencer instead of hi!share.that and thus to avoid the services of hi!share.that.
  2. During the entire performance period of an ongoing campaign, the customer is prohibited from entering into direct contact with the influencers used for the campaign.
  3. For each case of a violation of the regulations according to para. 1 or para. 2 by the customer, the customer has to pay a contractual penalty to hi!share.that. The amount of the contractual penalty corresponds to 100% of the net contract budget of the respective offer of hi!share.that to the customer for the respective campaign. The assertion of further damages is reserved to hi!share.that in each case. A paid contractual penalty is to be credited against the claim for damages.
  4. If the customer enters into a contractual relationship directly with the Influencer bypassing the service offer of hi!share.that within six months after the last completion of a campaign and provision to the customer by hi!share.that for the creation of another campaign, which is no longer covered by the last campaign created with the involvement of hi!share.that, the customer has to pay an agency fee to hi!share.that for the creation of this new campaign. The amount of the Agency Fee corresponds to the Agency Fee contractually agreed upon by the parties for the last campaign completed by hi!share.that with the respective Influencer. In the event that no separate Agency Fee was stated in the contractual agreement of the Parties for the last completed campaign with the relevant Influencer, the Agency Fee shall amount to 10% of the agreed net contractual budget for the relevant service. The due date of the agency fee occurs 10 working days after hi!share.that has become aware of it and has informed the customer. hi!share.that will invoice the customer accordingly. The issuance of an invoice is not a prerequisite for the due date.

7 Customer reference

  1. With the conclusion of the contract, the customer agrees to be named as a reference by hi!share.that in a way that is customary in the industry. The references may be presented in digital as well as in non-digital form. hi!share.that is allowed to use the company name of the customer as well as the logo and, if necessary, further publicly known information, such as the industry of the customer, for the presentation of the reference. The customer grants hi!share.that a free of charge simple right to use the company name and the logo of the customer for the purpose of this reference, unlimited in time, space and content.
  2. The customer may at any time withdraw his consent to the aforementioned naming of references and granting of rights in writing for the future vis-à-vis hi!share.that
  3. If the customer revokes his consent, hi!share.that will discontinue the reference mention within a reasonable period of time. As a rule, a minimum period of one month is appropriate for slightly variable uses (e.g. website, e-mails, social media channels, etc.), and a minimum period of six months is appropriate for all other uses to discontinue the reference mention.

8 Secrecy / Contractual penalty

  1. The customer commits himself to maintain strict silence about all business and trade secrets as well as other information of confidential nature, which are designated or obviously recognizable as such in written or verbal form, especially the contents of all offers concerning campaigns, which come to the knowledge of the customer in the course of the cooperation with hi!share.that (“confidential information”) and not to make the confidential information accessible to third persons without the explicit prior consent of hi!share.that. The cooperation of the customer with hi!share.that also includes the business initiation and possible contract negotiations, even if no contract is concluded between the parties. The confidential information includes in particular all details, information and data about the platform of hi!share.that, about the cooperating influencers as well as about specific campaigns of the customer (e.g. the name of the participating influencers, the type of campaign and the content of the agreements between hi!share.that, the influencers and the customer).
  2. The customer agrees to use all confidential information received in the course of the cooperation with hi!share.that only for the contractually agreed purpose.
  3. Only such information is exempt from this obligation of confidentiality,
    1. which were demonstrably already known to the customer at the time of conclusion of the contract or subsequently became known to the customer from a third party, without any confidentiality agreement, statutory provisions or official orders being violated as a result;
    2. which are public knowledge at the time of conclusion of the contract or have been made public thereafter, unless this is due to a breach of this contract including these GTC;
    3. which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the customer will inform hi!share.that in advance and give the opportunity to take action against the disclosure.
  4. The customer commits himself to pay an adequate contractual penalty to hi!share.that for each case of culpable violation of the confidentiality obligations from these GTC. The amount of the reasonable contractual penalty is in any case 30% of the net contract budget agreed between hi!share.that and the customer for the respective campaign. The payment of the contractual penalty does not exclude the assertion of further legal or contractual claims of hi!share.that, especially claims for injunctive relief or damages exceeding the contractual penalty. The contractual penalty shall be offset against any damages exceeding the contractual penalty.
  5. The above confidentiality obligations shall apply both for the duration of the respective contractual cooperation and for an unlimited period beyond that.
  6. The customer undertakes to impose obligations in accordance with the above provisions on all persons involved in the cooperation with hi!share.that; this also applies to the extent permitted by law for the time after such persons leave the company of the customer or after the termination of the cooperation with such persons.

9 Information on data protection

  • For the processing of personal data in the context of the business relationship with the customer, the terms and conditions set forth on the website of hi!share.that at
    www.hisharethat.com/datenschutz
     available on the website of hi!share.that.

10 Final provisions

  1. The law of the Federal Republic of Germany shall apply to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG). The contract language is English.
  2. Exclusive – also international – place of jurisdiction for all disputes between hi!share.that and the customer is the registered office of hi!share.that in Berlin.
  3. Should individual provisions of these GTC be invalid in whole or in part, or should a loophole be found that requires supplementation, this shall not affect the validity of the remaining GTC. In such a case, hi!share.that and the customer shall negotiate an effective and reasonable regulation that comes as close as possible to the economic purpose pursued by the contracting parties with these GTC.
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