Influencer Terms of Service – General Terms

These Influencer Terms of Service – General Terms constitute the General Terms under the Agreement Date signed by the Influencer in the Influencer Terms of Service Form (“Form”) and, together with the Form, form the agreement between Cdiscount Mobile Malaysia Sdn. Bhd. (“Cdiscount”) and the Influencer/Agency (as identified in the Form).

1. Interpretation

1.1 Unless otherwise defined, capitalized terms used in these Terms of Service shall have the meanings given to them in the Form.

1.2 The following terms, unless the context requires otherwise, shall have the following meanings:

• “Affiliate” means any entity that controls, is controlled by, or is under common control with another entity, where “control” means direct or indirect possession of the power to direct or influence the management, operating policies, or assets of that entity, whether through ownership of more than 50% of voting or equity securities, assets, contract, management agreement, voting trust, or otherwise. “Affiliates” also include any variable interest entities, whether or not they are required to be consolidated under generally accepted accounting principles.

• “Applicable Law” means all laws, statutes, regulations, standards, rules, requirements, orders, rulings, judgments, authorizations, and related securities exchange rules and data protection laws applicable to any person.

• “Business Day” means any day other than Saturday, Sunday, or public holidays in France.

• “Commercially Reasonable Efforts” means taking steps in a careful, prudent, and reasonable manner to achieve a result for the company’s own benefit.

• “Confidential Information” means all confidential, non-public information and data (written, visual, electronic, or oral) received by the Receiving Party and its Representatives from the Disclosing Party and its Representatives, including but not limited to business strategies, clients, products, pricing, financial information, employee information, contract terms, and the existence and content of these Terms. Confidential Information does not include information already in the Receiving Party’s possession, publicly available information, information lawfully received from a third party, or independently developed information.

• “Insolvency Event” means any of the following events with respect to a party: appointment of a receiver over assets, passing of a winding-up resolution, agreement with creditors, cessation of business, inability to pay debts, or similar events under applicable law.

• “Influencer Content” means all content created and provided by the Influencer under these Terms, including text, images, photos, illustrations, animations, audio, video, and related intellectual property rights.

• “Individual Rights” means rights under applicable law protecting the Influencer’s name, image, voice, likeness, biography, persona, and associated intellectual property rights.

• “Intellectual Property Rights” means copyrights, patents, trademarks, trade secrets, design rights, database rights, and all other proprietary rights, whether existing or future.

• “Representatives” means a party’s affiliates and their respective officers, directors, employees, advisors, agents, and subcontractors.

2. Term

2.1 These Terms apply to the Influencer/Agency as of the Agreement Date in the Form and shall remain in effect for the Initial Term (as set out in the Form). Upon expiry, Cdiscount may notify the Influencer/Agency in writing of renewal; the Initial Term and any Renewal Term together constitute the “Term.”

3. Services

3.1 The Influencer/Agency acknowledges and agrees to provide the services specified in the Form (“Services”) independently during the Term, considering feedback from Cdiscount. Services include reasonably required tasks not listed in the Form. Services must meet or exceed standards of comparable influencers and comply with applicable law.

3.2 Cdiscount may issue additional written orders for Services (“Orders”).

3.3 Each Order forms part of these Terms. In case of conflict between the Form and these Terms (together “Master Terms”) and any Order, the Master Terms shall prevail unless otherwise specified in the Order.

3.4 Influencer/Agency must confirm receipt of each Order within two business days, after which the Order is deemed accepted.

3.5 Prior to delivery of Services, Cdiscount may amend, vary, or cancel the Order with immediate effect by written notice.

3.6 The Influencer/Agency shall ensure that they:
(a) perform the activities in the Form or Orders and create Influencer Content;
(b) produce original, high-quality content at least equivalent to their previous work;
(c) independently create content while reasonably considering Cdiscount’s feedback or creative requests;
(d) attend company events if invited five days in advance and respond within 48 hours;
(e) provide truthful and non-fraudulent services;
(f) do not publish statements defaming or disparaging Cdiscount, its affiliates, products, or employees;
(g) do not include abusive or prohibited content (e.g., hate speech, illegal drugs, gambling, pornography);
(h) do not subcontract obligations without Cdiscount’s written consent.

3.7 Cdiscount has the right to:
(a) review and approve Influencer Content and public statements;
(b) request deletion or limitation of non-compliant content.

4. Fees, Invoicing, and Tax

4.1 Fees
(a) Cdiscount shall pay Influencer fees in accordance with the Form or Orders (“Fees”).
(b) Influencer acknowledges no other payment or compensation is due and is responsible for costs of materials and equipment.
(c) Cdiscount’s records are the sole and final evidence of service performance and Fees.

4.2 Payment
(a) Cdiscount shall pay undisputed Fees but may withhold disputed amounts in good faith.
(b) Fees are paid via bank transfer; bank penalties due to incorrect account details are the responsibility of the Influencer.
(c) Cdiscount may offset amounts owed between the parties.

4.3 Tax
(a) Taxes include service tax, consumption tax, VAT, corporate tax, and similar taxes.
(b) Fees are inclusive of taxes; Cdiscount may withhold taxes as required by law.
(c) Each party is responsible for its own taxes; amounts withheld are treated as paid.

5. Intellectual Property

5.1 Influencer Content Rights
All Influencer Content is considered “work made for hire” and is exclusively owned by Cdiscount. If not fully owned, the Influencer irrevocably assigns all rights worldwide. Cdiscount may use, modify, publish, distribute, and exploit content without further payment. Influencer waives all moral and economic rights.

5.2 Influencer Individual Rights
Influencer grants Cdiscount a non-exclusive, worldwide, irrevocable, transferable, sublicensable, royalty-free license to use Individual Rights for marketing and promotion.

5.3 Cdiscount IP
(a) Cdiscount owns all materials and brand rights provided to Influencer; Influencer cannot claim rights.
(b) During the Term, Influencer may use Cdiscount IP only as needed to perform services, with prior written consent for branding use.

6. Service Recipients

6.1 Influencer/Agency shall provide Services for Cdiscount and its affiliates. References to Cdiscount include affiliates receiving Services.

7. Termination

7.1 Either party may terminate immediately with written notice if the other party materially breaches obligations and fails to cure within 14 days, or in the case of consecutive breaches that together are material, or upon an Insolvency Event.

7.2 Cdiscount may terminate without cause with 7 days’ prior written notice.

7.3 Termination does not affect rights or liabilities accrued prior to termination.

7.4 If terminated due to breach, Influencer/Agency must refund any Fees for unperformed Services.

7.5 Termination or expiry does not affect clauses intended to survive termination, including Clauses 5, 7, and 9–13.