Brand Ambassador Agreement

Please review key points followed by terms and conditions.

KEY POINTS

SCHEDULE 1: Services

Services shall mean:

Brand Ambassador agrees to create at least one unique Instagram post or story promoting the free product they receive and to tag @lavenderlemonsocial. If you decide not to promote the product, you must advise Morgan immediately via email on hello@lavenderlemon.co.uk and advise why.
Additional promotion of any product in the Lavender & Lemon range is at the Brand Ambassadors discretion and can be done across social, blog or email using their unique ambassador link or discount code using content the ambassador creates or content provided by Lavender & Lemon for ambassador marketing purposes.
Ambassador agrees to tag @lavenderlemonsocial in all promotional posts

SCHEDULE 2: Commission Structure and Payments

Ambassador tier and commission rate is based on the number of followers brand ambassador has:

400 - 9999 followers: 10%
10,000 - 49,999 followers: 15%
50,000 followers and above: 20%

A unique ambassador link and discount code will be sent to brand mmbassador after application is approved. Brand Ambassadors can provide their audience with this link or code, and visitors using this link or code who purchase Lavender & Lemon products will receive a discount as follows:

Brand Ambassador will receive commission based on their tier for every product sold using their unique ambassador link.
Customer will receive a 15% discount for each product purchased using the brand ambassador’s ambassador link or discount code within a 90-day window. There is no limit to the number of times a brand ambassador’s ambassador link or code can be used.

Ambassador commission will be held for 30-days. During this period, the commission of cancelled and fully refunded orders will be automatically cancelled. Once the 30-day holding period is over, commission is added and will be visible in your Next payout. Automatic payouts are then scheduled to be paid out twice per month and will only be processed if your Next payout balance is at least $25USD. Changing currency may incur fees for the brand ambassador. Brand Ambassadors need to activate auto-payouts in their account to get paid via PayPal or bank transfer. If auto-payouts is not activated, the commission after the 30-day holding period will move to the “waiting for creator” state.

SCHEDULE 3: Social Media Guidelines

Policy statement

Brand Ambassadors use of social media on our behalf can pose risks to our confidential and proprietary information, and reputation, and can jeopardise our compliance with legal obligations.
To minimise these risks Brand Ambassadors must adhere to this policy.
This policy does not form part of any contract of employment or of any contractor’s agreement and it may be amended at any time.

Scope and purpose of the policy

This policy deals with the use of all forms of social media, including Facebook, Instagram, LinkedIn, Twitter, Wikipedia, all other social networking sites, and all other internet postings, including blogs.
Brand Ambassadors may be required to remove internet postings which are deemed to constitute a breach of this policy. Failure to comply with such a request may constitute a breach of contract, entitling us to terminate a Brand Ambassador’s contract.

Compliance with related policies and agreements

Social media should never be used in a way that breaches the Brand Ambassador Agreement. If an internet post would breach any of our policies in another forum, it will also breach them in an online forum.

Business use of social media

If your duties require you to speak on behalf of the organisation in a social media environment, you must seek approval for such communication from Morgan Bagshaw who may impose certain requirements and restrictions with regard to your activities.
Likewise, if you are contacted for comments about the organisation for publication anywhere, including in any social media outlet, direct the inquiry to Morgan Bagshaw and do not respond without written approval.

Responsible use of social media

The following sections of the policy provide Brand Ambassadors with common-sense guidelines and recommendations for using social media.
Protecting our business reputation:

Brand Ambassadors must not post disparaging or defamatory statements about:

our organisation;
our customers;
suppliers and vendors; and
other ambassadors and stakeholders,

but Brand Ambassadors should also avoid social media communications that might be misconstrued in a way that could damage our business reputation, even indirectly.

Brand Ambassadors should make it clear in social media postings that they are speaking on their own behalf. Write in the first person when communicating via social media.
Brand Ambassadors are personally responsible for what they communicate in social media. Remember that what you publish might be available to be read by the masses (including the organisation itself, future employers and social acquaintances) for a long time. Keep this in mind before you post content.
Avoid posting comments about sensitive business-related topics, such as our performance. Even if you make it clear that your views on such topics do not represent those of the organisation, your comments could still damage our reputation.
If you are uncertain or concerned about the appropriateness of any statement or posting, refrain from making the communication.
If you see content in social media that disparages or reflects poorly on our organisation, you should advise Morgan Bagshaw.

Respecting intellectual property and confidential information:

Brand Ambassadors should not do anything to jeopardise our valuable trade secrets and other confidential information and intellectual property through the use of social media.
In addition, Brand Ambassadors should avoid misappropriating or infringing the intellectual property of other companies and individuals, which can create liability for the organisation, as well as the individual author.
Do not use our logos, brand names, slogans or other trademarks, or post any of our confidential or proprietary information without prior written permission.

Respecting colleagues, clients, partners and suppliers:

Do not post anything that your colleagues or our customers, clients, business partners or suppliers would find offensive, including discriminatory comments, insults or obscenity.
Do not post anything related to your colleagues or our customers, clients, business partners or suppliers without their written permission.

Comply with applicable law and regulations:

Do not breach our obligations with respect to the rules of relevant regulatory bodies;
Do not harass or bully other Brand Ambassadors or any other person in any way;
Do not unlawfully discriminate against Brand Ambassadors or third parties;
Do not breach our data protection policy (for example, never disclose personal information about our customers, clients, business partners or suppliers online);
Do not breach any other laws, regulations, codes or ethical standards (for example, never use social media in a false or misleading way, such as by claiming to be someone other than yourself or by making misleading statements).
Comply fully with the CAP Code in every marketing communication made via social media.

Products to be provided to Brand Ambassador

Upon application acceptance, the Ambassador can choose to receive one All Purpose Cleaner or one Cleaning Powder to promote. Additional products can be purchased by the Ambassador using their ambassador discount code.

TERMS & CONDITIONS

PARTIES

Lavender & Lemon Ltd. incorporated and registered in England and Wales with company number 13786486 whose registered office is at The Gallery, Level 1, Hatherleigh Place, Union Rd. W, Abergavenny, NP7 7RL (Company)
Approved Lavender & Lemon Brand Ambassador (Ambassador, they, them)

BACKGROUND

The Company is a manufacturer of luxury, eco-friendly cleaning products and currently produces All Purpose Cleaner, Cleaning Powder, Toilet Cleaning Tablets, Washing Up Liquid and Gentle Laundry Detergent in the United Kingdom and the parties intend that the Ambassador shall play an active role in the promotion of the Endorsed Product.
The Ambassador is a recognised social media personality with a substantial number of followers whose personal style and public persona, values and profile are aligned to and sympathetic with the Company's brand and ethos.
The parties have agreed that the Company shall engage the Ambassador to promote the Endorsed Product.

AGREED TERMS

Engagement to provide Services

In consideration of the products to be provided to the Ambassador as set out in this agreement, the Ambassador agrees to provide certain services to the Company, details of which are set out in 1 (Services).
The Ambassador acknowledges that the Company shall be entitled in its discretion to engage the services of other personalities to endorse, promote or advertise the Endorsed Product worldwide at any time in the United Kingdom on Instagram.
The Ambassador acknowledges that the Company has explained clearly and fully to the Ambassador the nature, function and brand image of the Endorsed Product.

Commencement and duration

This agreement shall commence on the date of collaboration application approval and shall continue unless terminated earlier in accordance with Section 11 unless otherwise agreed in writing.

Ambassador's obligations

The Ambassador agrees to:

render the Services (the nature and content of which they acknowledge has been fully explained to them) in connection with the Endorsed Product;
perform the Services and act as an ambassador for the Company and the Endorsed Product conscientiously and in a competent manner and to the full limit of their skill and ability and comply with all the Company's reasonable instructions in connection with this agreement promptly;
not make any claims as to the properties, functionality or other qualities of the Endorsed Product other than those authorised in the Social Media Guidelines;
promptly pass on to the Company any complaints the Ambassador receives about the Endorsed Product or any questions or comments the Ambassador receives in relation to the Endorsed Product which require a response not covered in the Social Media Guidelines;
not make any pejorative statement relating to the Company, any of the Company's other brand ambassadors or staff, or the Endorsed Product in public, online (including on social media), to the press or elsewhere;
perform the Services solely in accordance with the Company's Social Media Guidelines as set out in 4, the CAP advertising code, the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time;
remove any and all posts over which it has control at the request of the Company as soon as practicably possible;
ensure that their biography on those social media accounts listed in Section 1 accurately reflects their association with the Company;
keep the Company informed throughout the term of this agreement of their whereabouts, address, email address, telephone number and mobile telephone number at all times;
inform the Company immediately of any criminal prosecution or other complaint brought against them after the date of this agreement and of any actual or likely press speculation or inquiry into them, their personal or business affairs, or publication in relation to such matters;
inform the Company as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Ambassador which could reasonably be expected to adversely affect the Company’s use of the Contribution;
not participate in any political debate, recreational activities, sports or drug use (other than for medical purposes) or other activity which in the Company's reasonable opinion would jeopardise the ability of the Ambassador to perform the Services or prejudice the goodwill or reputation of the Company or the Endorsed Product;
not feature any branded third-party products falling within the product category set out in 2 (Exclusive Product Category) in any photography or online material or on social media (other than their usual clothing and daily or occasional mode of dress) or for any other publication where either such third-party products are in competition with the Endorsed Product, or such products are visually identifiable as a brand other than those of the Company's products.

Ambassador's warranties and indemnity

The Ambassador warrants, represents and undertakes to the Company that:

they have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
they are 18 years of age or older and they agree to provide the Company with identification to confirm their age if required to do so by the Company;
they do not have any unspent criminal convictions of any kind subsisting at the date of this agreement;
the Contribution will be wholly original to them (save to the extent that it incorporates material provided by the Company) and will not infringe the copyright or any other rights of any third party;
the Contribution will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;
they are and will remain for the period of the engagement a "qualifying person" within the meaning of Part I of the Copyright, Designs and Patents Act 1988 (CDPA);
the rights they have granted to the Company are vested in the Ambassador absolutely and they have not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted) and they agree not to do so in the future; and
they have disclosed in writing to the Company all material facts that are relevant to their engagement as the Company's brand ambassador, including the nature and duration of past and existing endorsement agreements between the Ambassador and third parties and endorsement agreements that are likely to be concluded during the term of this agreement.

The Ambassador shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of 5.1.

Company's obligations

The Company warrants, represents and undertakes to the Ambassador that:

it has, and shall maintain throughout the term of this agreement, product and public liability insurance against losses arising from any claims, actions or damages which may arise as a direct or indirect result of any use of the Endorsed Product. The Company agrees to provide the Ambassador with a copy of the policy on request;
the Endorsed Product is, to the best of its knowledge, safe and fit for its intended use; and
the Ambassador's use, in accordance with this agreement, of any materials provided to the Ambassador by the Company for incorporation into the Contribution will not infringe the copyright or any other rights of any third party.

Intellectual property rights

The Ambassador assigns to the Company absolutely with full title guarantee all its right, title and interest in and to the copyright and all other rights (including without limitation all performers' property rights under Part II of the CDPA) throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, insofar as the Ambassador is able, in perpetuity) including by way of present assignment of future copyright and all other rights in all products of the Services including, without limitation, all performances and literary, artistic and musical material created by the Ambassador in the course of providing the Services (together the Contribution).
The Ambassador irrevocably grants to the Company their consent to make full use of the Contribution, and any extracts from the Contribution, in all media worldwide.
The Ambassador irrevocably grants to the Company a non-exclusive licence worldwide for the term of this agreement to use, and to authorise others to use, their name and the biography, images, slogans, logos and signature provided to the Company by the Ambassador (together the Ambassador Image) [and recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Endorsed Product and otherwise for the purposes of fulfilling this agreement] for the purposes of announcing and publicising, in all media, the Ambassador's association with, and provision of the Services to, the Company and in connection with any use of the Contribution, provided that no such use shall suggest that the Ambassador endorses any commercial products or services other than the Endorsed Product and, more generally, the Company's products and services. In addition, the Ambassador grants the Company a non-exclusive worldwide licence in perpetuity to use the Ambassador Image in connection with the Contribution for investor communications, archiving purposes, training and other internal and not primary advertising purposes. The Company agrees that all intellectual property rights in the Ambassador Image shall remain the exclusive property of the Ambassador.
The Ambassador recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contribution and dub it into one or more foreign languages and the Ambassador irrevocably and unconditionally waives the benefit of their moral rights arising under Parts I and II of the CDPA and performers' non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favour of the Company and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Contribution.
The Company shall have the right to continue to use the Contribution and the Ambassador Image after the term of this agreement for the purposes of fulfilling contracts entered into during that term and promoting units of the Endorsed Product incorporating the Ambassador Image for a period of 12 months.
The Ambassador agrees to do such acts and execute such documents as the Company may reasonably require to vest in or confirm to the Company or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Ambassador to the Company under this agreement. The Company shall reimburse the Ambassador for reasonable costs incurred by them in so doing.

Publicity

The Ambassador agrees to refer all enquiries from the media and other third parties received by them concerning the Company or this agreement to Morgan Bagshaw at hello@lavenderlemon.co.uk of the Company.
The Ambassador shall be reasonably, prominently and clearly identified at all times and in particular by thie Instagram name in all material exploited by the Company under this agreement, whether supplied by the Ambassador, created specifically for the purposes of this agreement, issued in supporting press releases, or otherwise.

Provision of products to Ambassador

In consideration of the Ambassador rendering the Services, the Company shall provide products to the Ambassador as described in 5.
Provision of any of the products set out in 5 shall be without prejudice to any claims or rights of the Company against the Ambassador in respect of the provision of the Services.
The Ambassador hereby acknowledges and agrees that the products described in rule 5 represent full and final consideration for the Contribution, Services and any other services rendered under this agreement.
The Ambassador hereby confirms that they are self-employed and solely liable for all tax due in respect of products they receive under this agreement and shall indemnify the Company and keep the Company indemnified against any proceeding in respect of any non-payment by them in respect of any such tax.
On termination of this agreement, the Company will provide to the Ambassador on a pro rata basis all unsupplied products that fell due under this clause to be provided during the period up to the termination date.

Limitation of liability and indemnity

References to liability in section 10 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in this agreement shall limit any liability under 5.2 (Ambassador's indemnity).
Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to 10.3 (liability under identified clauses) and 10.4 (liabilities which cannot legally be limited):

each party's total liability to the other shall not exceed £1;
neither party shall have any liability to the other for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; or
indirect or consequential loss;

the Company shall have no liability for loss of publicity or loss of opportunity to enhance the Ambassador's reputation, even if the Company delays or abandons the production, sale or exploitation of the Endorsed Product or the use of the Services.

Termination

The Company shall be entitled to terminate this agreement on two weeks' written notice at the Company's absolute discretion.
The Company shall be entitled to terminate this agreement on written notice with immediate effect, whether or not the Ambassador has been suspended previously, if the Ambassador:

is in breach of any material obligation contained in this agreement and (where such breach is capable of remedy) has failed to remedy that breach within seven days of being notified of it;
is incapacitated or prevented from rendering the Services for more than either fourteen consecutive days or 28 days in the aggregate;
has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of the Company to expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Ambassador is rendering Services, or reflects unfavourably on the Company's reputation or products or if any act or conduct of the Ambassador shall prejudice the production or successful sales and exploitation of the Endorsed Product. The Company's decision on all matters arising under this clause shall be conclusive; or
becomes bankrupt or any of their businesses become insolvent.

On termination of this agreement:

the Ambassador shall cease to associate themselves with the Company and remove references to the Company and the Endorsed Product from their social media profiles and, to the extent so requested by the Company, any past social media posts over which they have control;
neither party shall have any further obligation to the other under this agreement except as provided in this agreement;
the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and
the Company will remain entitled to all rights granted or assigned to it under this agreement.

Assignment and other dealings

The Ambassador shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this agreement.
The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Each party that has rights under this agreement is acting on its own behalf and not for the benefit of any other person.

Notices

Any notice [or other communication] given to a party under or in connection with this agreement shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to each party to notify the other in writing.

Any notice given to the Ambassador under 11.2 by email shall be deemed to have been received when the Company receives a "read receipt" notification that the notice email has been opened or, if no read receipt is requested, six hours after the notice is sent.
Any other notice [or communication] sent under this agreement shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post the next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Remedies

The Ambassador acknowledges that in the event of any breach of any of the terms of this agreement by the Company, the Ambassador's sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect the Company's ability to exploit its rights relating to the Endorsed Product or the Contribution.
The Ambassador acknowledges that the Services are of a unique character, and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Ambassador. Accordingly, and without prejudice to any other rights or remedies that the Company may have under this agreement, the Company shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this agreement.

Data protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

Anti-bribery

The Ambassador shall:

comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
comply with such policies relating to ethics, anti-bribery and anti-corruption as the Company may provide to the Ambassador and update from time to time; and
promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Ambassador in connection with the performance of this agreement.

Breach of this 19 shall be deemed a material breach of this agreement.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Third-party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

Confidentiality

The Ambassador undertakes that they shall not at any time disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the Company including in particular new business or product ideas, lines and prototypes except as expressly permitted in this clause.
The Company undertakes that it shall not at any time disclose to any person any confidential information concerning the Ambassador, their business affairs, personal matters and relationships and those of their immediate family.
Each party may disclose the other party's confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this 22; and
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Last Updated 5 May 2023