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Version 1.0 · effective from 21/09/2026
1.1. These Terms govern the creator marketing campaigns that Roundabout S.r.l., Corso Castelfidardo 30/a, 10129 Turin, Italy, VAT no. 12027720015 (“Roundabout”), runs on behalf of the client (the “Client”), activated from the Roundabout platform or through a commercial proposal (the “Campaign”).
1.2. The contract for each Campaign consists of: the accepted proposal or quote, with the chosen scenario (the “Proposal”); these Terms; and the platform’s Terms and Conditions, so far as not otherwise provided. In the event of conflict the Proposal prevails, then these Terms, then the Terms and Conditions.
1.3. Campaigns are reserved for businesses and professionals. Where the Client is an agency acting for its own client, the agency remains Roundabout’s sole counterparty and is responsible to Roundabout also for its own client’s obligations (product supply, approvals, brief content).
2.1. The Proposal is valid for 15 days from the date it is sent or generated.
2.2. The contract is formed when the Client confirms the Proposal, in writing or using the platform’s activation function.
2.3. Execution of the Campaign begins only after payment of the advance provided for (section 12). Until then Roundabout does not begin the final shortlist, availability checks, contracting of creators or other operational activities, and the timescales set out in the Proposal do not start to run.
2.4. The creator profiles shown in the Proposal are representative examples of the direction of selection: they are neither optioned nor guaranteed. Availability, fees and timescales are confirmed after kick-off.
Unless the Proposal provides otherwise, Roundabout: selects creators on the basis of their content; checks their availability and negotiates terms; enters into contracts with the creators, including licences; pays the creators; coordinates product supply and timescales; passes the brief to the creators and manages approvals and publication; collects the content data and prepares the final report. The Client has a named contact at Roundabout throughout the Campaign.
4.1. The brief is written by the Client or, where the Proposal so provides, by Roundabout. In either case the Client approves it before it is passed to the creators.
4.2. The Client is responsible for what it states in the brief: objectives, messages, product claims, exclusions, competitors.
5.1. Roundabout proposes the creator shortlist. The Client approves it, or requests substitutions with reasons, within 3 working days of it being sent. If that period passes without a reply, the shortlist is deemed approved.
5.2. If an approved creator becomes unavailable, withdraws or breaches their own contract, Roundabout proposes a substitute of equivalent profile and cost, which the Client approves in the same way.
5.3. The Client does not have access to Roundabout’s creator database.
6.1. Where the Campaign requires creators to receive a product or service, the Client makes it available in the quantities and within the times indicated by Roundabout. Shipping costs are borne by the Client, who bears the risk of loss or damage in transit.
6.2. Delays in supply shift the Campaign timescales. If the delay exceeds 15 days for reasons not attributable to Roundabout, Roundabout may treat the Campaign as cancelled by the Client (section 15).
7.1. Creators produce content in the formats and on the platforms set out in the Proposal (Instagram and TikTok, in Promo, UGC or Promo+UGC formats), in line with the brief and in their own style. The Client acknowledges that the creator’s creative autonomy is part of the content’s value.
7.2. Before publication Roundabout submits the content to the Client, who approves it or requests changes within 2 working days. If that period passes without a reply, the content is deemed approved.
7.3. One round of changes per item of content is included. Changes must concern consistency with the brief, product claims or objective errors, not a change of creative direction. Further or substantial changes are quoted separately (section 13).
7.4. Published content remains on the creators’ profiles for at least 12 months, unless otherwise agreed.
8.1. Roundabout coordinates publication dates with the creators, according to the agreed schedule. Dates may vary by a few days to accommodate the creators or the platforms, without this constituting a breach.
8.2. Roundabout does not control how social platforms operate: algorithms, content distribution, suspensions or changes to platform rules are outside Roundabout’s control.
9.1. All content is identified as commercial communication, as required by applicable law and self-regulatory rules (for example with “advertisement” or “adv” labels or the platforms’ branded-content tools). The Client may not ask for these to be omitted.
9.2. The Client is solely responsible for the truthfulness and lawfulness of the product claims set out in the brief or approved in the content — including statements about health, the environment, prices and comparisons with competitors — and for compliance with sector-specific rules on the product.
9.3. The Client indemnifies Roundabout against third-party claims and penalties arising from claims, information or materials supplied by the Client.
10.1. Unless the Proposal provides otherwise, after payment of the price in full the Client may use the Campaign content as follows:
| Use | Duration | Where |
|---|---|---|
| Organic: reposting and sharing on the Client’s own channels (social, website, newsletter) | 12 months from publication | in the Campaign’s markets |
| Advertising (ADV): paid use, including as branded content from the creator’s profile | 14 days | in the Campaign’s markets |
10.2. Any different or longer use, including use in print, outdoor, TV, packaging or in other markets, requires an extension quoted separately and the creator’s consent.
10.3. The Client may not alter the content in a way that changes its meaning or associates the creator with messages they have not approved. Cuts, subtitles and format adaptations are permitted.
10.4. Copyright in the content remains with the creators. The licence is granted to the Client through the contracts Roundabout enters into with the creators.
10.5. On expiry of the licence the Client stops any paid campaigns and does not republish the content. It is not required to remove content already published organically on its own channels during the licence period.
Unless the Proposal provides otherwise, each creator undertakes not to publish commercial content for the Client’s direct competitors, as identified in the brief, in the 7 days before and the 7 days after publication of their own content. Longer or broader exclusivity is quoted separately.
12.1. The price is the one set out in the Proposal, excluding VAT. It covers Roundabout’s service, the creators’ fees and the licences in section 10. The budget is fixed on confirmation and does not change during the Campaign, save for variations requested by the Client (section 13).
12.2. Unless the Proposal provides otherwise, payment is made as follows:
| Campaign price | Schedule |
|---|---|
| up to €20,000 | 100% on confirmation |
| over €20,000 | 50% on confirmation, 50% before the content is published |
12.3. Invoices are payable within 30 days of issue, by bank transfer. The advance is a condition for starting the Campaign (section 2.3); the balance is a condition for publication.
12.4. In the event of late payment, Roundabout may suspend execution and publication until payment is made, and timescales shift accordingly. Late payment interest under Italian Legislative Decree 231/2002 accrues on overdue amounts.
12.5. Where the Client is an agency, the price due to Roundabout is the one set out in the Proposal, regardless of the price the agency charges its own client and of the payments it receives from them.
13.1. Additional creators or content, changes beyond those included, rush work, licence or exclusivity extensions, additional reports and substantial changes to the brief are not included. Roundabout quotes for them before carrying them out and carries them out only after the Client’s written acceptance.
13.2. If the Client reduces the scope after confirmation, the cancellation rules in section 15 apply to the reduced part.
14.1. At the end of the Campaign Roundabout delivers a report with the data collected content by content from the creators’ and platforms’ insights. Data that is not available is declared as such, not estimated.
14.2. Forecasts and estimates contained in the Proposal are indicative and do not constitute a guarantee of results. Roundabout undertakes to carry out the Campaign with professional diligence, not to achieve views, engagement, sales or other results.
14.3. Tracked links, discount codes, landing pages, site tracking and conversion measurement are the Client’s responsibility, and must be in place before the Campaign starts.
15.1. The Client may cancel the Campaign by written notice. In that case the following remains due:
| When the cancellation occurs | Amount due |
|---|---|
| before the shortlist is sent | 10% of the price |
| after the shortlist is sent, before contracts with the creators | 30% of the price |
| after the creator contracts are signed | the fees of the contracted creators, plus 50% of the Roundabout service |
| after the first publication | 100% of the price |
15.2. Roundabout retains the amounts due out of what has already been paid and refunds any difference within 30 days.
16.1. Roundabout’s total liability for each Campaign may not exceed the price of that Campaign. Roundabout is not liable for indirect loss, loss of profit or reputational harm arising from creators’ own conduct outside the Campaign content.
16.2. If a creator behaves in a way that may harm the Client, Roundabout will, at the Client’s request, do what it can to have the Campaign content removed and will end the collaboration.
16.3. These limitations do not apply in cases of wilful misconduct or gross negligence, nor in the other cases where the law does not permit them (Article 1229 of the Italian Civil Code).
17.1. For 12 months after the end of the Campaign the Client shall not, directly or through third parties, approach the creators selected or proposed by Roundabout for the Campaign for paid collaborations without going through Roundabout.
17.2. This does not apply to creators with whom the Client can show it had already collaborated before the Campaign.
17.3. In the event of breach the Client shall pay Roundabout, by way of liquidated damages, 30% of the fee agreed with the creator, with a minimum of €1,500 per creator, without prejudice to compensation for any greater loss.
18.1. The parties keep confidential the commercial information received during the Campaign, including creators’ fees, prices and unpublished briefs.
18.2. Roundabout processes creator data as controller, as described in the Privacy Notice for Creators. The Client receives creator data solely in order to run the Campaign and processes it as an independent controller, in compliance with the GDPR. The Data Processing Agreement applies to personal data the Client uploads to the platform.
Neither party is liable for delays or failures caused by matters beyond its reasonable control, including interruptions or changes to social platforms. Timescales shift for the duration of the impediment.
These Terms and each Campaign are governed by Italian law. The Courts of Turin have exclusive jurisdiction over any dispute.
Under Articles 1341 and 1342 of the Italian Civil Code, the Client specifically approves the following clauses: 2.3 (start conditional on the advance); 5.1 and 7.2 (approval by silence); 6.2 (cancellation for failure to supply); 8 (timescales and platforms); 9.3 (indemnity); 12.4 (suspension for non-payment); 15 (cancellation charges); 16 (limitation of liability); 17 (non-circumvention and liquidated damages); 20 (exclusive jurisdiction).
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