Support Policy

These Influencer Terms of Service – General Terms constitute the general terms of the Influencer Terms of Service Form (“Form”) accepted by the Influencer/Agency as of the date of this Agreement, and together with the Form, constitute the Agreement between ASOS E-MALL (“ ASOS ”) and the Influencer/Agency (as described in the Form).

1. Explanation

1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meanings assigned in the forms.

1.2 In these Terms of Service, the following terms shall have the meanings assigned to them by these Terms, unless inconsistent with the context:

"Affiliate" means, in relation to an entity, any entity that controls, is controlled by, or is jointly controlled with that entity, where "control" means having the power, directly or indirectly, to direct or cause the direction of the entity's management, operating policies, or assets, whether through ownership of more than 50% of voting or equity securities or assets, or through contracts, management agreements, voting trusts, or other means; provided that the term "affiliate" should include any variable interest entity, regardless of whether any variable interest entity may or needs to be merged with that entity in accordance with generally accepted accounting principles.

"Applicable law" for any person means any and all: (a) laws, statutes or regulations; (b) guidelines, standards, rules, requirements, orders and standards issued under any law, statute or regulation; (c) rules of any stock exchange or equivalent institution; (d) applicable data protection laws; and (e) judgments, orders, writs, directives, authorizations, awards, decisions, injunctions, decrees, assessments, settlement agreements or rulings of any and all governmental authorities, in each case applicable to that person or their business or property.

"Workday" means any day other than Saturday, Sunday, or public holidays;

"Commercially reasonable effort" refers to the steps and methods taken by a well-managed company in a firm, prudent and reasonable manner to achieve a specific result in its own interest.

"Confidential information includes legal and administrative information; (b) the existence and terms of these Terms of Service (including any fees paid to influencers/agents and the business details listed in the forms), and the position of the disclosing party in any dispute relating to these Terms of Service; (c) any copy of the confidential information and all information created or derived from the confidential information by the receiving party or its representatives, provided that the confidential information does not include: (i) information already in possession of the disclosing party or its representatives at the time of disclosure by the receiving party or its representatives; (ii) information that is or has become part of public knowledge, except as a result of any act or omission by the receiving party or its representatives in breach of the confidentiality provisions of these Terms of Service; (iii) information obtained by the receiving party or its representatives from third parties who have never obtained such information directly or indirectly from the disclosing party, subject to any confidentiality obligations; and (iv) confidential information independently developed by the receiving party or its representatives without using or referencing the disclosing party's information."

"Insolvency event" for a particular person means any of the following events: (i) the appointment of a receiver or similar officer to administer all or substantial part of the person's assets or business; (ii) administration by a resolution or order of winding up (other than winding up for or in connection with any solvency consolidation or reorganization) or by the court that made such order (or any equivalent order in any jurisdiction); (iii) any combination or arrangement with the person's creditors (other than in connection with solvency reorganization); (iv) cessation of business operations; (v) inability to pay the person's debts due in the ordinary course of business; (vi) the person who causes or is subject to any event, under applicable law,

"Influencer Content" refers to all content created and provided by influencers in accordance with these Terms of Service, including but not limited to all intellectual property rights owned by influencers, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by influencers and provided in accordance with these Terms of Service;

"Personal rights" refers to any and all rights under applicable law that protect an influencer's name, pseudonym, voice, image, portrait, biography, personality, role, and all other aspects of his or her publicity, privacy, or personality rights, as well as all intellectual property rights related to or attached to any of the foregoing.

"Intellectual property" means all copyrights, patents, utility models, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade names or business names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all identical applications, whether currently existing or to be created hereafter, anywhere in the world, whether registered or not, and all interests, privileges, rights of action, and the right to seek damages and relief or other remedies for any past, present or future infringement, misappropriation or breach of any of the foregoing rights; and

“Representative” means an affiliate of a party (if applicable), and its officers, directors, employees, advisors, agents and subcontractors.

2. Deadline

2.1 These Terms of Service apply to influencers/agents as of the agreement date (as stated in the form) and will remain in effect for the initial term (as stated in the form) in the event of early termination pursuant to the terms of these Terms of Service. Upon expiry of the initial term or any then-current renewal term (as applicable), ASOS may renew the initial term (“Renewal Term”) for a period specified in writing by ASOS to the influencer/agent. The initial term and the renewal term (if applicable) shall be collectively referred to as the “Term”.

3. Service

3.1 The Influencer/Agency acknowledges and agrees that it shall provide the Services specified in the Form (“Services”) independently to ASOS for the duration of the Terms of Service and as required by ASOS , and shall from time to time consider (with reasonable discretion, utilizing its technical expertise) ASOS ’s feedback. The Services shall include other tasks, services, functions, activities and obligations not specified in these Terms of Service but reasonably required (with reasonable discretion, utilizing its technical expertise after consultation) and ASOS ’s use of the Influencer/Agency’s performance of the Services; and shall: (X) achieve at least the same level of accuracy, completeness and quality as provided by the Influencer and other social media figures of similar status to the Influencer; and (Y) comply with applicable law.

3.2 ASOS may from time to time place orders in writing with influencers/agents for additional services, and the orders are determined by ASOS (“Orders”).

3.3 Each such order shall form part of these Terms of Service, and the terms of these Terms of Service shall apply to each order. If: (i) there is a conflict between the form and these Terms of Service (collectively, the “Main Terms”); or (ii) any order, such conflict shall be resolved by giving priority to the Main Terms, unless otherwise expressly provided in the order.

3.4 Influencers/agents shall confirm receipt of each order to ASOS within two (2) business days of receiving the order , after which the influencer/agent shall be deemed to have accepted the order.

3.5 Before an influencer/agent delivers services to ASOS in accordance with an order , ASOS has the right to immediately modify, change, or terminate the order by giving written notice to the influencer/agent.

3.6 When providing services, influencers and agencies should urge influencers to:

(a) Conduct the activities specified in the form and/or order (if applicable) (including creating and delivering influencer content);

(b) Produce original, carefully crafted and edited influencer content of at least the same overall quality as the original influencer content published before ASOS became an influencer;

(c) Independently produce influencer content, provided that it takes into account (with reasonable discretion, using its technical and expertise) any feedback and/or requests (including creative briefs) provided by ASOS from time to time.

(d) (if applicable) Participate in an event hosted, promoted, or supported by ASOS (“Company Event”), provided that an invitation is submitted by ASOS at least five (5) days prior to the commencement of the Company Event . The influencer shall also respond within forty-eight (48) hours of receiving the invitation from ASOS ;

(e) Ensure that the performance of its services does not involve any attempt to deceive ASOS or any other person, and that the information provided to ASOS is not false, inaccurate or misleading;

(f) No statement or other communication (whether via social media platforms or during a live broadcast) may be published, authorized or otherwise made that is defamatory, disparaging, derogatory or otherwise damaging to ASOS or its affiliates or their respective products, services, officers, directors, employees or shareholders (“corporation entities”).

(g) Ensure that it does not contain any abusive or prohibited content (including, but not limited to: (i) inappropriate language, defamatory, abusive, or infringing material (including content that promotes bigotry, racism, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age); and (ii) content related to prohibited tobacco; counterfeiting or infringing intellectual property rights; illegal drugs, medicines, or supplements; gambling or lotteries; money lending businesses, or pornography) when creating and publishing influencer content and any other material that references or relates to the company entity; and

(h) No obligation under these Terms of Service may be subcontracted or delegated to any third party without the prior written approval of ASOS .

3.7 ASOS has the right to:

(a) Review and approve all influencer content or any other public announcements or content published by influencers in connection with these Terms of Service prior to publication; and

(b) Request the removal, relocation, restriction or otherwise removal from public circulation of any influencer content (including situations where such influencer content violates any of ASOS 's requirements from time to time).

4. Fees; Invoices; Taxes

4.1 Costs.

(a) As consideration for the services provided by the influencer, ASOS shall pay the influencer a fee (“Fee”) calculated in accordance with the form and/or order (if applicable).

(b) ASOS acknowledges and agrees that: (i) it will not pay any other fees, royalties, payments, amounts, charges or consideration to ASOS or any third party in connection with the receipt of the services , other than the fees; and (ii) it shall be solely responsible for any costs (including any loss or damage to the materials, tools and equipment required to provide the services) of such materials, tools and equipment.

(c) The Influencer acknowledges and agrees that ASOS ’s records are the sole, final and conclusive evidence of the Influencer’s performance under these Terms of Service and of any and all fees payable, and are binding on the Influencer for all purposes relating to these Terms of Service.

4.2 Payment.

(a) ASOS shall pay the incontestable charges to the affected party in accordance with the form and/or order (if applicable), but may refuse to pay charges in good faith disputes of ASOS (or, if the disputed charges have been paid, ASOS may withhold an equivalent amount from subsequent payments), including disputes relating to invoice errors or amounts already paid.

(b) Payment of fees shall be made via wire transfer to the influencer's bank account (see form for details). For the avoidance of doubt, influencers shall ensure that their bank account details are accurate and valid so that ASOS can make payments to them. Any bank-related penalties arising from inaccurate and/or invalid influencer bank account information shall be borne solely by the influencer.

(c) Both parties acknowledge and agree that ASOS shall have the right to offset and use any amount payable or owed by ASOS and/or its affiliates to Influencer and/or its affiliates (if applicable) under these Terms of Service, including but not limited to any amount of debt, debt, claim, demand, loss or damage that Influencer and/or its affiliates shall have due, owed or claimed against ASOS and/or its affiliates (if applicable).

4.3 Taxes.

(a) For the purposes of these Terms of Service, “taxes” means any taxes, including but not limited to service tax, excise tax, value-added tax, goods and services tax, business tax and any similar local sales tax, withholding tax, indirect tax, personal income tax or corporate income tax.

(b) All fees and other payments payable under these Terms of Service include taxes. To the extent required or permitted by applicable law, ASOS may deduct any applicable taxes through reverse charges or similar mechanisms. ASOS shall promptly remit any deducted taxes to the relevant government authorities and shall provide the influencer with written evidence that the influencer accepts such remittances.

(c) Each party shall be solely responsible for paying any taxes arising from these Terms of Service in accordance with the applicable laws of the relevant tax jurisdiction. Notwithstanding any other provision in these Terms of Service, if ASOS has any withholding obligation for any amount payable under these Terms of Service, such payment shall be deemed to include all taxes, and ASOS shall be entitled to deduct and withhold any taxes required to be deducted and withheld when making such payment in accordance with any applicable law. To the extent that such amount is so withheld and deducted under these Terms, for all purposes of these Terms of Service, such withheld amount shall be deemed to have been paid to the authority that made such withholding and deduction, and ASOS shall have no further obligation to pay an equivalent amount of such withheld amount or any part thereof to the affected party. ASOS will provide the affected party with a copy of the receipt or other governmental certificate immediately upon receipt of such receipt to certify all taxes withheld from such payment. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withheld tax (if any). Without affecting the generality of the foregoing,

5. Intellectual Property

5.1 Influencer Content Rights. ASOS acknowledges and agrees that ASOS Content is created by ASOS as a work produced in accordance with applicable law, and that any and all rights, title and interests in ASOS Content, including all intellectual property rights, are exclusively owned by ASOS . If any rights, title or interests in Influencer Content do not belong to ASOS as a work produced under employment, the Influencer hereby unconditionally and irrevocably transfers all such rights, title and interests worldwide to ASOS . At any time at ASOS ’s request, the Influencer shall sign any document in a form acceptable to ASOS to give full effect to ASOS’s ownership of the aforementioned Influencer Content. If, at any time at ASOS ’s request, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably appoints and appoints ASOS or its duly authorized officers and agents as the Influencer’s agents and attorneys—in fact, to act in the Influencer’s interest. The agents shall execute and file any and all such documents and perform all other lawfully permissible actions, having the same legal effect and effect as if the Influencer had executed or performed such documents. ASOS owns the exclusive, absolute discretionary right to use, reproduce, modify, adapt, create derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast, and otherwise exploit the influencer's content worldwide, without paying any royalties, accounting or other amounts to the influencer or any third party. To the extent permitted by applicable law, the influencer hereby waives, on its own behalf and that of its employees, contractors, and agents, all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction relating to the influencer's content. If such rights cannot be waived under applicable law, the influencer agrees not to assert such rights against ASOS .

5.2 Influencer's Personal Rights. The influencer hereby grants ASOS a non-exclusive, worldwide, irrevocable, transferable, sublicensable, and royalty-free license to use personal rights to promote and market ASOS and its related services, for the longest period permitted by applicable law. (From time to time, subordinates.)

5.3 ASOS - IP.

(a) ASOS acknowledges and agrees that: (i) ASOS owns ASOS for these Terms of Service (including any customizations, enhancements, modifications or derivatives) and the ASOS name, logo and trademarks (collectively, “ ASOS IP”); (ii) it shall not at any time acquire any right, title or interest in ASOS IP or any part thereof; and (iii) it shall not at any time seek to register, assert or claim any right, title or interest in ASOS IP or any part thereof.

(b) ASOS hereby grants ASOS a non-exclusive, revocable, non-transferable, non-sublicensable, and royalty-free license for the duration of this Agreement to use ASOS IP Services (including the provision of services) only to the extent necessary for ASOS to perform its obligations under these Terms , provided that any use by the influencer of any ASOS logo, trademark, or other branded equipment requires ASOS 's prior written consent, unless such use complies with the Terms of Service or ASOS 's instructions.

6. Service recipients

6.1 Influencers/agents shall provide services to ASOS and its affiliates, and in these Terms of Service, unless the context otherwise requires, references to ASOS shall include ASOS affiliates to the extent of the services they receive.

7. Termination

7.1 Either party may terminate these Terms of Service at any time by giving written notice of termination to the other party without prejudice to its other rights and obligations under these Terms of Service, if:

(a) The other party has materially breached any of its obligations, representations or warranties under these Terms of Service and has failed to rectify such breach within fourteen (14) days of receiving written notice from the terminating party;

(b) The other party has committed a series of breaches: (i) which may not be material on their own; (ii) notified the other party; and (iii) failed to remedy the breach within fourteen (14) days of receiving the notification, if such unremedied breaches together constitute a material breach.

(c) The other party goes bankrupt; or

7.2 ASOS may terminate these Terms of Service or any order (if applicable) at any time without cause, provided that it gives the influencer/agent seven (7) days' prior written notice.

7.3 The termination or expiration of these Terms of Service shall not prejudice any rights and liabilities that may arise prior to such expiration or termination, unless the party entitled to such rights waives them in writing.

7.4 Upon termination by ASOS pursuant to Clause 7.1 or 7.2, unless otherwise agreed in writing by both parties, the influencer/agent shall immediately refund any fees paid by ASOS under these Terms of Service in the event of the influencer/agent's gross breach of these Terms of Service, and on the termination date, the influencer/agent shall have provided services that ASOS was absolutely satisfied with.

7.5 The expiration or termination of these Terms of Service shall not affect the validity, continued validity, or termination of any provision of these Terms of Service, whether express or implied, that is intended to take effect or remain in effect upon expiration or thereafter (including, but not limited to, Clauses 5, 7, 9, 10, 11, 12 and 13).