Support Policy Page
1. Explanation
1.1
Unless otherwise defined, capitalized words as used in these Terms of Service shall have the meanings assigned to them in the table.
1.2
In these Terms of Service, unless the context otherwise requires, the following terms shall have the meanings assigned to them in these Terms:
**“Affiliate”** means, with respect to an entity, any entity that controls, is controlled by, or is under the same control as an entity, where “control” means having the direct or indirect power to direct or cause to direct the management, operating policies, or assets of that entity, whether through holding more than 50% of the voting rights, equity securities, or assets of that entity, or through contracts, management agreements, voting trusts, or other means.
**"Applicable Law"** means, with respect to any person, including: (a) laws, statutes, or regulations; (b) codes, standards, rules, requirements, orders, and guidelines issued under any law, statute, or regulation; (c) the rules of any stock exchange or equivalent institution; (d) applicable data protection laws (including the EU General Data Protection Regulation (GDPR) and applicable data protection laws and regulations in the location of the influencer/agency, the place where the service is delivered, or the location of the Cdiscount contracting entity); and (e) any binding judgment, order, injunction, ruling, or decision made by any governmental body or court, in each case applicable to that person or their business or property.
**"Working Day"** means any day other than Saturdays, Sundays, or statutory public holidays in the location of the relevant contracting entity or the place where the service is primarily performed.
**"Commercially Reasonable Effort"** means the steps and methods taken by a well-managed company in order to achieve a specific result in its own best interests. **“Confidential Information”** refers to all confidential, non-public information and data of any nature and form (whether written, visual, electronic, or oral) received by the Receiving Party and its representatives from the Disclosing Party and its representatives pursuant to these Terms of Service (whether on or before the date of this Agreement), including but not limited to: (a) business and strategy, markets, customers, products, marketing plans, pricing costs, financial or operational information, personnel information, etc., relating to the Disclosing Party and its affiliates; (b) the existence of these Terms of Service and their terms (including fees and commercial details); and (c) copies of the Confidential Information and information derived therefrom.
However, Confidential Information does not include: (i) information that was lawfully held by the Receiving Party at the time of disclosure; (ii) information that was not disclosed due to a breach of contract by the Receiving Party; (iii) information lawfully obtained from a third party with no confidentiality obligation; and (iv) information independently developed without using the Disclosing Party's Confidential Information.
**“Insolvency Event”** means, for a specific person, an event of receivership, liquidation, administration order, debt restructuring arrangement, cessation of business, insolvency of debts due, or any event having a similar effect under applicable law.
**“Influencer Content”** refers to all content created and provided by the influencer in accordance with these Terms of Service, including but not limited to text, images, photographs, illustrations, animations, audio, video, and other works.
**“Personal Rights”** refers to the influencer’s name, pseudonym, voice, portrait, image, biography, personality, and other rights (including related intellectual property rights) protected by applicable law.
**“Intellectual Property Rights”** refers to all proprietary rights such as copyrights, trademarks, patents, designs, database rights, trade secrets, and goodwill, and the rights to apply for, renew, and enforce them, whether registered, existing, or future, and in any region worldwide.
**“Representative”** refers to a party’s affiliates (if applicable), and the respective officers, directors, employees, consultants, agents, and subcontractors of that party and its affiliates.
2. Term
2.1
These Terms of Service shall apply to the influencer/agent from the effective date of this agreement (as stated in the table) and shall continue until the expiration of the initial term (as stated in the table), unless terminated earlier in accordance with these Terms of Service. Upon the expiration of the initial term or any renewal term, Cdiscount may notify the influencer/agency in writing of a renewal (“Renewal Term”). The initial term and the renewal term are collectively referred to as the “Term”.
3. Services
3.1
The influencer/agency acknowledges and agrees that, within the Term, it shall independently provide Cdiscount with the services listed in the table (“Services”), in accordance with these Terms of Service and Cdiscount’s needs, and, to the extent reasonably in its judgment, incorporate feedback provided by Cdiscount from time to time. Services also include other tasks, activities, and obligations that both parties reasonably deem necessary and reasonably essential for the performance of the Services; and shall:
achieve a level of accuracy, completeness, and quality commensurate with that of an equivalent influencer/social media personality;
perform with reasonable care, skill, and diligence;
comply with applicable laws and platform compliance requirements.
3.2
Cdiscount may from time to time place orders for additional services (“Orders”) with the influencer/agency in writing.
3.3
Each Order constitutes part of these Terms of Service. In the event of a conflict between the master terms and the order, the master terms shall prevail unless the order explicitly takes precedence.
3.4
The influencer/agent shall provide written confirmation within two (2) business days of receiving the order; otherwise, the order shall be deemed accepted.
3.5
Cdiscount reserves the right to immediately modify, amend, or terminate the order by written notice before the influencer/agent commences fulfillment of the order.
3.6
In providing services, influencers and agencies shall ensure that influencers:
perform activities and provide influencer content as required by the form/order;
produce original, well-crafted, and edited content of an overall quality no lower than their own content before the collaboration;
produce content independently, but should reasonably consider Cdiscount's feedback, creative briefs, and compliance requirements;
participate in Cdiscount-hosted/promoted/supported events (“Company Events”), subject to a written invitation from Cdiscount;
do not engage in or assist any fraudulent, false, or misleading activities; information provided to Cdiscount shall be true and accurate;
do not defame, disparage, or harm Cdiscount or its affiliates and their products, services, persons, or shareholders (“Company Entities”) in any way;
ensure that content and any material mentioning Company Entities does not contain abusive, discriminatory, infringing, or illegal content; and does not contain content related to illegal products/services or illegal activities;
do not subcontract, delegate, or assign obligations to any third party without Cdiscount's prior written approval.
3.7
Cdiscount has the right to:
Review and approve influencer content or related public statements before publication;
Request the removal, restriction of distribution, takedown, or otherwise removal of content that violates requirements or poses a risk.
4. Fees; Invoices; Taxes (applicable in European countries)
4.1 Fees
As consideration for services, Cdiscount will pay influencers a fee (“Fees”) per form/order.
Apart from Fees, Cdiscount will not pay influencers or any third party any other royalties, revenue sharing, or consideration (unless otherwise agreed in writing by both parties).
Influencers bear the costs of equipment, personnel, production, travel, etc., required for performance (unless otherwise agreed in the order).
To the extent permitted by applicable law, Cdiscount’s records may serve as important evidence of performance and payment of fees; where the law mandates otherwise, the law shall prevail.
4.2 Payment
Cdiscount will pay undisputed fees per form/order; fees disputed in good faith may be deferred or deducted from amounts already paid/subsequently payable.
Fees shall be paid by wire transfer to the account listed in the form; any fees or penalties incurred due to incorrect/invalid account information provided by the influencer shall be borne by the influencer.
To the extent permitted by applicable law, Cdiscount may offset any amounts payable by it to influencers against any amounts payable by influencers to Cdiscount.
4.3 Taxes
“Taxes” include, but are not limited to, Value Added Tax (VAT/TVA, etc.), withholding tax, income tax, and other taxes and fees related to these Terms of Service.
Both parties shall comply with their respective country's tax reporting and payment obligations. Unless otherwise expressly agreed in the form/order, whether fees are tax-inclusive, applicable tax rates, and invoicing requirements shall be subject to applicable law and the agreement between the parties.
If applicable law requires Cdiscount to withhold or remit payments, Cdiscount shall have the right to withhold and remit such payments to the competent authority in accordance with the law and shall provide the influencer with the corresponding supporting documentation to a reasonable extent.
Both parties shall cooperate to a reasonable extent to provide necessary tax documents (e.g., tax residency certificate, VAT number, information required for reverse taxation, etc.) to ensure tax compliance.
5. Intellectual Property
5.1 Influencer Content Rights
The Influencer acknowledges and agrees that, to the extent permitted by law, Cdiscount shall enjoy the corresponding rights and usage rights to the influencer content created and delivered by them in accordance with these Terms of Service. Where applicable law does not permit automatic attribution or mandatory restriction of transfer, the Influencer shall be deemed to have granted Cdiscount a worldwide, perpetual (or the longest term permitted by law), irrevocable, transferable, sublicensable, and royalty-free license for the purpose of copying, modifying, adapting, creating derivative works, publishing, distributing, publicly displaying, communicating to the public, publicly performing, streaming, broadcasting, and other commercial uses (including marketing and platform operation).
The Influencer shall sign the necessary documents as reasonably required by Cdiscount to ensure the validity of the aforementioned transfer/license. If the Influencer fails to sign within a reasonable period, the parties shall achieve the same legal effect through alternative means (e.g., supplementary licenses/confirmation letters).
Moral Rights/Attribution Rights: To the extent permitted by applicable law, the Influencer waives or undertakes not to claim any moral rights/equivalent rights to the Influencer's content; if waiver is not permitted by applicable law, the Influencer agrees not to use such rights to impede Cdiscount's lawful use (e.g., necessary editing, formatting, subtitling, resizing, compliance processing, etc.).
5.2 Influencer's Personal Rights
The Influencer grants Cdiscount a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license to use its personal rights for the longest period permitted by applicable law, for the promotion, advertising, and marketing of services/activities/collaborative projects offered by Cdiscount and its affiliates from time to time (the specific scope may be further agreed upon in the form/order).
5.3 Cdiscount Intellectual Property
The Influencer acknowledges that Cdiscount owns all rights to its name, logo, trademarks, brand assets, and any materials provided to the Influencer (“Cdiscount Intellectual Property”).
Cdiscount grants influencers a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license for the duration of the service to use Cdiscount intellectual property only to the extent necessary for the performance of the service. Any use of the Cdiscount brand mark must comply with Cdiscount guidelines and be approved in writing upon request.
6. Service Recipients
6.1
Influencers/Agencies shall provide services to Cdiscount and its affiliates. In these Terms of Service, unless the context otherwise requires, references to Cdiscount also include its affiliates receiving services.
7. Termination
7.1
Without prejudice to other rights and remedies, either party may terminate these Terms of Service or the relevant order (if applicable) immediately by written notice if:
The other party materially breaches any obligation, representation, or warranty under these Terms of Service and fails to rectify it within fourteen (14) days of receiving written notice;
The other party commits a series of breaches that collectively constitute material breaches and fails to rectify them within fourteen (14) days of receiving written notice;
The other party becomes insolvent.
7.2
Cdiscount may terminate these Terms of Service or any order (if applicable) with seven (7) days' written notice without giving a reason, unless the form/order allows for a longer notice period.
7.3
Termination or expiration shall not affect any rights or obligations arising prior to termination or expiration, unless the rights holder waives them in writing.
7.4
If Cdiscount terminates this Service pursuant to Section 7.1 or 7.2, and unless otherwise agreed in writing by both parties, if on the date of termination the influencer/agency has committed a material breach and failed to provide services to Cdiscount to its reasonable satisfaction, the influencer/agency shall, at Cdiscount's reasonable request, refund any fees paid by Cdiscount directly corresponding to the unfulfilled/breached portion (as permitted by applicable law and not in violation of mandatory provisions). 7.5
The expiration or termination shall not affect the continued validity of any provision of these Terms of Service, provided that such provisions, whether express or implied, shall remain in full force and effect upon expiration or termination, including but not limited to provisions 5, 7, and those relating to confidentiality, intellectual property, liability, and dispute resolution.
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