Influencer GTC
1. SCOPE OF APPLICATION
1.1 Mawave Marketing GmbH, Moosacher Straße 70, 80809 Munich (hereinafter "Mawave"), operates as an agency for social media marketing and influencer campaigns. Mawave connects advertisers (hereinafter "Advertiser") with suitable influencers (hereinafter "Influencer") to achieve shared communication and marketing goals.
1.2 These GTC apply to all business relationships between Mawave and the respective influencer. Both parties act as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
1.3 Any deviating terms and conditions of the influencer shall not apply unless Mawave has expressly agreed to them in writing.
1.4 Individual agreements between Mawave and the influencer take precedence over these GTC, provided they have been made in writing and confirmed by Mawave.
2. QUALIFICATION AS AN INFLUENCER
Any natural or legal person who operates one or more active social media accounts that meet the requirements set out in Section 5 of these GTC may collaborate with Mawave as an influencer.
3. CONCLUSION OF CONTRACT
3.1 Mawave will initially send the influencer a non-binding cooperation request ("Request").
3.2 The subject of the request is generally the creation and publication of content (e.g., posts, reels, stories, clips) to promote a product or service of the advertiser ("Advertising") via the influencer's channels ("Influencer Accounts"). The request contains information on campaign content, budget, and duration.
3.3 By accepting or signing the request, the influencer submits a binding offer to Mawave ("Offer"). This offer is binding for four weeks.
3.4 The contract is concluded as soon as Mawave accepts the offer via written confirmation (e.g., by email) ("Contract").
3.5 Mawave is free to decide whether and when an offer is accepted. There is no entitlement to future requests or collaborations.
3.6 Mawave acts in its own name toward the influencer and not in the name of the advertiser.
4. CONTRACT CONTENT AND EXECUTION
4.1 The specific content, channels, publication formats, and campaign period are defined in the respective contract. In the absence of such information, Mawave shall make a reasonable decision in accordance with Section 315 of the German Civil Code (BGB).
4.2 The influencer commits to publishing the agreed content on time and in accordance with the briefing.
4.3 Close coordination with Mawave is required. Delayed responses or refusal to communicate may lead to termination without notice and claims for damages.
4.4 Mawave reserves the right to check content for compliance with the agreement. The influencer must provide reasonable support for these checks.
4.5 The influencer is solely responsible for compliance with all applicable media, advertising, and platform guidelines.
5. REQUIREMENTS FOR SOCIAL MEDIA CHANNELS
5.1 Influencer accounts must not contain any illegal or brand-damaging content.
5.2 Illegal content includes, in particular, content that:
(a) promotes criminal acts,
(b) violates child protection, youth protection, data protection, or copyright laws,
(c) is misleading, offensive, extremist, or obscene,
(d) incites violence or hatred.
5.3 Content that contradicts the interests of the advertiser is prohibited. This includes, in particular:
(a) advertising for direct competitors within two weeks after the campaign,
(b) negative or disparaging statements about the advertiser or their products.
5.4 The influencer commits to neither posting such content nor promoting it through paid measures.
5.5 Mawave expressly distances itself from the influencer's content – the influencer alone bears responsibility for it.
5.6 In the event of violations, the influencer shall indemnify Mawave against all third-party claims if they are at fault.
6. REQUIREMENTS FOR ADVERTISING
6.1 The exact requirements for the content are defined by the contract and briefing.
6.2 Content must be provided on time. If this is not possible, Mawave must be informed immediately in writing. In the event of non-fulfillment, the advertiser may withdraw from the contract. In this case, no remuneration shall be paid if the influencer is at fault.
6.3 The influencer is obligated to comply with applicable laws and third-party rights – in particular copyright, trademark, competition, and personality rights.
6.4 If the influencer is held liable by third parties for content that is the responsibility of the advertiser, Mawave will assign corresponding claims against the advertiser to the influencer.
6.5 The advertisement may not be published in an inappropriate environment.
6.6 Approval must be obtained from Mawave prior to publication.
6.7 Statutory labeling requirements (e.g., as advertising, ad, sponsored) must be observed.
6.8 Subsequent changes or deletions are only permitted with the written consent of Mawave.
6.9 The influencer commits to personal publication and interaction – automated tools (bots, etc.) are prohibited.
6.10 After completion of the campaign (or upon request), genuine statistics and evaluations must be provided to Mawave. Manipulations will lead to the loss or reduction of remuneration.
6.11 Should the performance achieved be less than 50% of the projected values based on the provided insights, Mawave may demand either an additional reminder story or an adjustment of the remuneration in accordance with the contractual provisions.
6.12 The advertiser's requests for changes must be implemented if reasonable. In the event of refusal, the remuneration may be reduced.
6.13 The advertiser may terminate the campaign at any time; content must then be removed immediately. Remuneration is governed by Section 7.7.
6.14 The influencer shall indemnify Mawave against all third-party claims if they violate the obligations mentioned in this section.
7. REMUNERATION
7.1 The influencer shall receive the remuneration specified in the contract, the amount of which depends, among other things, on the number of followers at the time of publication of the advertisement, the type of advertisement, the identity of the advertiser, and other factors related to the presentation of advertising via the influencer accounts.
7.2 Unless otherwise stipulated in the contract, remuneration is due for payment immediately after the Mawave invoice has been settled (receipt of payment) by the advertiser. The advertiser's remuneration is generally due for payment after the advertisement goes live on all contractual influencer accounts and must be paid to Mawave within fourteen (14) business days after the due date and receipt of the invoice.
7.3 Payment of remuneration to the influencer shall be made within fourteen (14) business days after the due date via a credit note procedure to a German bank account to be designated by the influencer. If a foreign bank account is used and fees are incurred for payment processing, the influencer shall bear these costs.
7.4 Remuneration is exclusive of any applicable statutory value-added tax.
7.5 Should the advertiser fail to settle the invoice within a period of fourteen (14) business days after a corresponding request (following the due date as defined in Section 7.2, second sentence) by Mawave, the influencer is entitled and, prior to holding Mawave liable, obligated to pursue payment from the advertiser themselves. In this case, Mawave will assign its claims against the advertiser to the influencer in the amount of the influencer's claim after requesting the influencer to do so. The influencer bears the advertiser's default risk.
7.6 In the case of Section 6.2 (sentences 5 and 6) as well as in the event of a deletion of the advertisement pursuant to Section 6.3, the influencer is not entitled to any remuneration.
7.7 In the event of the deletion of the advertisement pursuant to Section 6.13, the influencer is entitled to the following remuneration: 50% of the remuneration after the start of content creation, and 100% after the publication of the content or advertisement. The influencer must have any saved expenses or income from other use of their labor, or malicious failure to make other use of their labor, credited against this amount.
7.8 The influencer's entitlement to remuneration may be forfeited or reduced in the event of manipulation of post statistics (as well as other data used to evaluate the advertisement) (see Section 6.10).
7.9 The influencer's entitlement to remuneration may be forfeited or reduced in the event of a refusal to make changes to the advertisement (see Section 6.12).
7.10 Travel, accommodation, and other costs incurred in the provision of the contractual services shall be borne by the influencer, unless otherwise stipulated in the contract.
8. USAGE RIGHTS
8.1 The influencer is the creator of the content or advertisement. The influencer grants the advertiser the right to repost content, or advertising based on the content, on which they are tagged exactly once on their organic account (unless otherwise stipulated in the contract). Otherwise, usage rights are governed by the contract. The influencer is obligated to create the content or advertisement free from any infringement of third-party rights, in particular copyrights or industrial property rights, and to deliver it to Mawave.
8.2 The influencer is obligated to indemnify Mawave against all claims, particularly those from advertisers and other third parties, asserted against Mawave due to an infringement of third-party rights, in particular copyrights or industrial property rights, unless the influencer is not responsible for this infringement. The assertion of further claims by Mawave remains unaffected by this.
8.3 The influencer is entitled to use the advertiser's advertised brand when creating content or advertising (e.g., for brand tagging). Upon approval of the content or advertising by Mawave, the influencer acquires the right to publish the content or advertising using the advertised brand on the influencer account.
9. TERM AND TERMINATION
9.1 The contract is concluded upon receipt of the declaration of acceptance in accordance with Section 3.4 and is entered into for the campaign period specified in the contract ("Term").
9.2 Ordinary termination during the term of the contract is excluded.
9.3 The right of both parties to terminate the contract without notice for good cause remains unaffected. Such good cause exists for Mawave in particular,
(a) if the influencer fails to respond to Mawave within a period of ten (10) business days after being requested to do so in text form (including email);
(b) if the influencer violates Section 5; or
(c) in the event of manipulation of post statistics (see Section 6.10).
9.4 To be effective, notice of termination must be in writing.
9.5 Termination has no effect on contracts already concluded prior to termination, which must be performed and settled in accordance with the contract.
10. LIABILITY
10.1 Mawave's liability for damages resulting from simple negligence is limited to damages arising from the breach of essential contractual obligations, the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which the influencer regularly relies and may rely; in such cases, liability is limited to the typical foreseeable damage. This limitation of liability applies equally to damages caused by gross negligence on the part of Mawave's employees or agents who are not corporate bodies or executive staff of Mawave.
10.2 In the cases specified in Section 10.1, Mawave's liability for damages in any given contract year is limited to an amount equal to the influencer's remuneration over the preceding twelve months.
10.3 The above limitations of liability do not apply in cases of intent, injury to life, limb, or health, assumed guarantees, fraudulently concealed defects, gross negligence by corporate bodies or executive staff, or claims under the Product Liability Act.
10.4 The limitations of liability also apply to claims against employees, vicarious agents, representatives, corporate bodies, and shareholders of Mawave.
11. DATA PROTECTION
11.1 Mawave processes the personal data received from the influencer in accordance with the applicable legal provisions.
11.2 Information on data protection can be found at:
https://www.mawave.de/datenschutz
12. COMMUNICATION AND MALWARE
Communication generally takes place via email. The influencer must notify Mawave immediately in writing of any changes to their email address and ensure that they can receive emails from Mawave (e.g., by configuring their spam filter). Mawave may also choose another means of communication at its reasonable discretion, provided this is acceptable to the influencer.
13. RIGHT OF REFERENCE
Upon conclusion of the contract, the influencer grants Mawave the right to name them as a reference and to use screenshots of the advertising as well as corresponding metrics (e.g., follower count, comments, impressions, survey results).
14. FORCE MAJEURE
14.1 Delivery and performance times shall be extended appropriately in the event of force majeure (e.g., war, natural disasters, pandemics).
14.2 The parties shall notify each other immediately of the occurrence of such circumstances and submit details within fourteen (14) working days.
14.3 If the hindrance lasts longer than three (3) months, the contract will be adjusted; after six (6) months, there is a right of withdrawal.
14.4 This provision also applies to recurring events (e.g., consequences of COVID-19).
15. CONFIDENTIALITY
15.1 Both parties agree to maintain confidentiality regarding all information received within the scope of the contract. The influencer may use confidential information exclusively for the purpose of fulfilling the contract.
15.2 Confidential information includes, but is not limited to, unpublished advertising, the identity of the advertiser, and commercial details between Mawave and the influencer that may not be disclosed to the advertiser.
15.3 This obligation applies during the term of the contract and for 24 months thereafter.
15.4 Exceptions apply only to legally permissible disclosures or those approved in writing.
16. FINAL PROVISIONS
16.1 Mawave may amend these General Terms and Conditions with future effect and will inform the influencer in text form.
16.2 Any failure by Mawave to act in the event of a breach does not constitute a waiver.
16.3 The influencer may only assign claims with the written consent of Mawave.
16.4 Offsetting and retention are only permitted for undisputed or legally established counterclaims.
16.5 Should individual provisions be invalid, the remainder of these General Terms and Conditions shall remain unaffected.
16.6 Amendments and additions must be made in writing; this also applies to any waiver of this written form requirement.
16.7 The exclusive place of jurisdiction is the registered office of Mawave. Mawave may also bring legal action against the influencer at their place of residence.
16.8 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of law rules.