Influencer Terms of Service – General Terms

These General Terms constitute the General Terms for the purposes of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency on the Agreement Date and, together with the Form, shall constitute the agreement between METRO Wholesale (“Company”) and the Influencer/Agency (as identified in the Form).

1. INTERPRETATION

1.1

Unless otherwise defined, capitalised words used in this Terms of Service shall have the meaning given to them in the Form.

1.2

In this Terms of Service, the following words shall have the meanings assigned to them below, except where inconsistent with the context:

"Affiliate" means, with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with that entity, where "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that entity, whether by ownership of more than 50% of its voting or equity securities or assets, or by contract, management agreement, voting trust, or otherwise.

"Applicable Law" means any and all applicable laws, regulations, codes, standards, orders, directives, judgments, and decisions issued by any governmental authority.

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

"Commercially Reasonable Efforts" means taking steps a well-managed company would reasonably take to achieve a desired result.

“Confidential Information” means all non-public, confidential information disclosed by either Party, including business, financial, technical, commercial, or operational information, and the existence and terms of this Terms of Service.

“Insolvency Event” means any insolvency, winding-up, administration, inability to pay debts, or similar event affecting a Party.

“Influencer Content” means all content created by the Influencer under this Terms of Service, including text, images, videos, audio, and other creative works.

“Individual Rights” means personality and publicity rights including name, image, likeness, voice, biography, and related rights.

“Intellectual Property Rights” means all intellectual property rights including copyrights, trademarks, patents, trade secrets, and related rights worldwide.

“Representatives” means a Party’s affiliates, officers, employees, advisers, agents, and subcontractors.

2. TERM

2.1

This Terms of Service applies from the Agreement Date set out in the Form and continues for the Initial Term. METRO Wholesale may renew the agreement for additional Renewal Terms at its discretion.

3. SERVICES

3.1

The Influencer/Agency shall provide the Services set out in the Form independently, using reasonable skill, care, and professionalism, and in accordance with Applicable Law.

3.2

METRO Wholesale may issue additional written Orders for Services.

3.3

Orders form part of this agreement. In case of conflict, this Terms of Service prevails unless otherwise stated.

3.4

The Influencer/Agency must confirm Orders within two (2) Business Days, otherwise they are deemed accepted.

3.5

METRO Wholesale may amend or cancel Orders before delivery by written notice.

3.6

The Influencer shall:

(a) create content as required in the Form or Orders;
(b) ensure content is original and high quality;
(c) consider feedback from METRO Wholesale;
(d) attend Company Events when invited;
(e) ensure all information provided is accurate and not misleading;
(f) not make defamatory or harmful statements about METRO Wholesale;
(g) avoid prohibited or illegal content;
(h) not subcontract without written approval.

3.7

METRO Wholesale may:

(a) approve or reject Influencer Content before publication;
(b) request removal or modification of content at any time.

4. FEES; INVOICING; TAX

4.1 Fees

(a) METRO Wholesale shall pay Fees as set out in the Form or Orders.
(b) No additional payments shall be made beyond agreed Fees.
(c) Company records are final and binding.

4.2 Payment

(a) METRO Wholesale may withhold disputed payments in good faith.
(b) Payments shall be made via bank transfer to the Influencer’s designated account.
(c) The Company may set off any amounts owed between the Parties.

4.3 Tax

(a) “Tax” includes all applicable taxes.
(b) Fees are inclusive of Taxes unless otherwise required by law.
(c) Each Party is responsible for its own tax obligations.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Influencer Content

All Influencer Content is considered “work made for hire” and is exclusively owned by METRO Wholesale. If not legally classified as such, the Influencer hereby assigns all rights to METRO Wholesale. The Company has full worldwide, perpetual rights to use and modify the content.

5.2 Individual Rights

The Influencer grants METRO Wholesale a worldwide, royalty-free licence to use their name, image, and likeness for marketing purposes.

5.3 Company IP

(a) All Company materials remain the property of METRO Wholesale.
(b) The Influencer receives a limited licence to use Company IP only for performance of Services.

6. SERVICE RECIPIENTS

Services are provided to METRO Wholesale and its Affiliates.

7. TERMINATION

7.1

Either Party may terminate for material breach, insolvency, or failure to remedy breaches within 14 days of notice.

7.2

METRO Wholesale may terminate the agreement at any time with seven (7) days’ written notice.

7.3

Termination does not affect accrued rights.

7.4

Upon termination for breach, the Influencer must refund any unearned Fees.

7.5

Clauses relating to confidentiality, IP, and legal obligations survive termination