make your free influencer contract
what we'll cover
what is an influencer contract?
an influencer contract is a legally binding agreement between an influencer (ie someone with a significant social media following) and a business client, under which the influencer is to promote the client’s business, brand, or products in a specified way via social media. influencer contracts explain what promotional content is to be created and on which terms.
when should i use an influencer contract?
use this influencer contract:
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to set out how influencer marketing services will be provided
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for the provision of digital marketing services only (eg social media marketing; not print advertising)
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whether you are the influencer or the business engaging the influencer
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for businesses in england, wales or scotland
sample influencer contract
the terms in your document will update based on the information you provide
influencer contract
this agreement is made on the date of last signature below between:
parties
agreement
meanings
- in this agreement, the following words are defined:
agreement
this agreement for the provision of the services (as defined below) including any schedules;
confidential information
in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this agreement;
deliverables
all digital output including any methodologies, ideas, designs, computer programs, data, and reports, in whatever form, which are developed, created, written, prepared, devised, discovered or created by the influencer or its agents, sub-contractors, consultants or employees in relation to the services;
effective date
;
fees
the charges for the services as set out in the project statement(s) made in relation to this agreement
influencer channels
all platforms and channels that the influencer controls and via which they agree to distribute the promotional materials created in the performance of the services, including social media accounts and other digital channels;
influencer image rights
the name, likeness, signature, voice, branding, or image of the influencer;
intellectual property rights
any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the relevant party in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
products
any of the client’s goods or services that the influencer reasonably requires access to or possession of to be able to create the promotional materials in accordance with the project statement(s);
project statements
the descriptions of services to be provided including intended promotional materials and other deliverables, fees, deadlines, influencer channels for promotion, and other requirements for each distinct project under this agreement;
promotional materials
all digital content and materials created by the influencer or its agents, sub-contractors, consultants or employees for the purposes of promoting the client’s goods and/or services, business, brand, or good reputation; including photographs, other images, graphics, slogans, animations, copy, blogs, vlogs, audio recordings, audiovisual recordings, and any other digital materials described in the project statement(s);
services
the services provided, which are set out and described in the project statement(s) made in relation to this agreement, including the initial project statement set out in schedule 1 of this agreement, together with any other services which the influencer provides or agrees to provide to the client through the change control procedure set out below (under the heading “change control”);
specification
the description or specification for the services as set out in the project statement(s) or as otherwise agreed between the parties through change control;
working day
any day other than a saturday, sunday or public holiday in england and wales.
- in this agreement, unless the context requires a different interpretation:
- the singular includes the plural and vice versa;
- references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this agreement;
- a reference to a person includes firms, companies, government entities, trusts and partnerships;
- “including” is understood to mean “including without limitation”;
- reference to any statutory provision includes any modification or amendment of it;
- the headings and sub-headings do not form part of this agreement; and
- "writing" or "written" will include fax and e-mail unless otherwise stated.
provision of services
- the influencer shall provide the services to the client on the terms and conditions of this agreement from the effective date and as set out in all project statements agreed upon and properly formed by the parties in relation to this agreement, to contribute to the marketing, advertising, and/or promotion of the client’s business, brand, and/or products. the services will include the creation of the promotional materials and the provision of any data and information agreed upon in the project statements for the purposes of monitoring, maintaining, and evaluating the promotional materials.
- the influencer shall provide the services in all material respects, including any deliverables, and will distribute the promotional materials via the specified influencer channels as set out in the project statements.
- time is of the essence for any dates for delivery of the services under this agreement, unless specifically stated otherwise in a particular project statement.
- a project statement will form part of and be governed by this agreement once validly created. a project statement will be validly created when it is set out in writing, clearly stating its application to this agreement, and is agreed to and signed by the parties or duly authorised representatives of the parties.
- the services will be provided by the influencer either on an on-going basis or in response to each request from the client from time to time, as is required to perform the services as set out in the project statements.
- the agreement begins on the effective date and will continue
provision of information
- as part of the provision of the services, the influencer commits to providing the client with copies of or access to any obtainable information that the client reasonably requests to enable the client to predict and monitor the performance (e.g. reach and impact) of the promotional materials. this may, specifically, include:
- information about the influencer’s audience, including statistics about the audience’s demographics, size, and behaviour, including changes to these parameters over time;
- statistics relating to the performance of the influencer’s usual content and posts, for example, data on reach and engagement, interaction, comments, and any other relevant metrics and outcomes; and
- statistics relating to the performance of the promotional content created in relation to this agreement, for example, data on reach and engagement, interaction, comments, and any other relevant metrics and outcomes.
control of promotional materials
- the client must approve all promotional materials created by the influencer for the purposes of this agreement before these are published or otherwise made publicly available. promotional materials should be submitted to the client for approval working days before the date of publication agreed to in the relevant project statement, unless otherwise specified in the relevant project statement. the client may require that the influencer makes any reasonable amendments to the promotional materials so long as such requests comply with the law and any compulsory regulations or guidelines on advertising, marketing, and promotion.
- the influencer will promptly comply with any requests by the client that any promotional materials or references to or associations with the client are removed from the relevant influencer channels and any other platforms.
compliance with advertising and marketing rules
- the influencer will at all times follow all laws and regulations, industry guidance, best practice, and the requirements of individual websites and platforms in relation to marketing, advertising, or promotion, to ensure that it is reasonably transparent to the influencer’s audience that its posts constitute marketing. this includes:
- using appropriate disclosures in all publications and postings of promotional materials, for example, using hashtag disclosures such as “#ad” in a prominent position in relation to a given post (e.g. in a caption or a title);
- implementing any specific disclosures agreed upon in a particular project statement; and
- utilising any relevant functionalities of specific platforms, for example, clicking relevant boxes to indicate that a post contains paid-for or other advertising material.
- the influencer will make sure that promotional materials are not misleading to the influencer’s audiences or to the client’s customers and potential customers, including by ensuring that the promotional materials:
- and their constituent parts are not filtered, augmented, or otherwise edited in any ways that allow a misleading impression of the client’s products or products’ effects or benefits to be communicated;
- do not convey any unsubstantiated claims about the client’s products’ perceived faults or benefits; and
- are not misleading to consumers in other ways.
- the influencer will abide by any other laws, guidance, codes or practice, or regulations relevant to the services. these may include:
- the isba influencer marketing code of conduct;
- any advertising standards authority (asa) guidance, including the uk code of non-broadcast advertising and direct & promotional marketing (i.e. the cap code).
influencer’s warranties
- in relation to this agreement, the influencer warrants, undertakes, and represents to the client that:
- the influencer has full power and authority to and is entitled to enter into this agreement in its entirety and to use and grant all rights licensed or granted under the agreement;
- the influencer is exclusively entitled to provide all assurances, waivers, and confirmations provided in this agreement in relation to the influencer image rights and the promotional materials, without the client needing to obtain further permissions or make additional payments in relation to these;
- by entering into this agreement and by performing the services, the influencer will not breach any other agreement or obligation to any third party;
- the influencer holds any rights, licences, permissions, consents, or approvals necessary to enable it to enter into this agreement and perform the services, to grant the client any rights granted under this agreement, and to allow the client to use the promotional materials;
- all promotional materials created in relation to this agreement are the influencer’s original creations and any use of these or the influencer image rights by the client in accordance with this agreement will not infringe upon any third party’s intellectual property rights, image rights, or other rights;
- all promotional materials posted on specified influencer channels in accordance with project statements comply with the terms and conditions and/or terms of use of the platforms (e.g. social media platforms) that they are posted on or otherwise uploaded to;
- all promotional materials comply with relevant laws, regulations, and binding codes of practice, including those related to data protection and advertising;
- the influencer shall comply with the obligations applicable to influencers in the isba influencer marketing code of conduct in their dealings with the client, provided that this agreement shall take precedence if it conflicts with such code;
- to the best of their belief and knowledge, the influencer will not use paid followers, bots or other forms of technology to artificially inflate their follower numbers or make the influencer's post appear more popular;
- all promotional materials will not include:
- any personal data belonging to a third party (i.e. a party that is not the influencer or the client) or, unless provided for in the relevant project statement, to the client;
- anything that promotes or includes criminal activity;
- anything belonging to a third party (e.g. intellectual property) for which a licence or other permission has not been obtained to cover the relevant use of the third-party material, whether permission needs to be granted by the client or a third party; or
- anything that could be reasonably construed as violent, bullying, aggressive, misogynistic, pornographic, religiously intolerant or insensitive, or racist;
- the influencer will not engage in any activity, say anything, or associate with any activity which is or may be considered by the client to:
- bring the promotional materials, the client or its brand or products, or the influencer into disrepute; nor has the influencer engaged in such conduct in the past to the best of its knowledge; or
- have an adverse effect on the reputation of the client’s business, brand, or products;
- the services will be provided with reasonable care and skill, to the best of the influencer’s ability and skill and in accordance with generally recognised commercial practices and standards in the applicable industry;
- any information provided to the client, in accordance with the section headed “provision of information” or otherwise, is not affected by any practices within the influencer’s control that have the effect of artificially altering measures of the influencer’s or their content’s performance on relevant platforms (e.g. engagement, reach, or follower data for social media platforms), nor will such practices be engaged in future or will such information be presented in an otherwise misleading manner;
- for the duration of this agreement, the influencer will not provide similar services to those carried out under this agreement to any of the client’s direct competitors;
- if any of the following situations occur, the influencer will inform the client immediately:
- the influencer is in breach of or likely to be in breach of this agreement;
- the influencer is unable to perform the services as specified in this agreement including any relevant project statements, or is unlikely to be able to do so; or
- circumstances have arisen or are likely to arise of which the influencer is aware which are likely to negatively impact the public perception of the client’s business, brand, or products.
influencer’s indemnities
- the influencer shall indemnify the client against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the client directly or indirectly incurs arising out of or as a consequence of any breach of the influencer’s warranties set out above.
client’s warranties
- in relation to this agreement, the client warrants, undertakes, and represents to the influencer that:
- the client has full power and authority to and is entitled to enter into this agreement in its entirety and to use and grant all rights licensed or granted under the agreement;
- by entering into this agreement, the client will not breach any other agreement or obligation to any third party;
- the client holds any rights, licences, permissions, consents, or approvals necessary to enable it to enter into this agreement and perform its obligations under it, and to grant the influencer any rights granted under this agreement;
- all intellectual property rights, image rights, and other rights created by the client in relation to this agreement are the client’s or its agents’, sub-contractors’, consultants’ or employees’ original creations and any use of these by the influencer in accordance with this agreement will not infringe upon any third party’s intellectual property rights, image rights, or other rights;
- any repostings or uses of the promotional materials by the client in accordance with project statements comply with the terms and conditions and/or terms of use of the platforms on which such postings posts are made (e.g. social media platforms), and with all relevant laws, regulations, and binding codes of practice, including those related to data protection and advertising;
- the client shall comply with the obligations applicable to businesses in the isba influencer marketing code of conduct in their dealings with the influencer, provided that this agreement shall take precedence if it conflicts with such code;
- the client’s business, brand, and products, and any advertisements, communications, or posts made by the client in relation to this agreement, will not include:
- any personal data belonging to a third party (i.e. a party that is not the influencer or the client);
- anything that promotes or includes criminal activity;
- anything belonging to a third party (e.g. intellectual property) for which a licence or other permission has not been obtained to cover the relevant use of the third-party material, whether permission needs to be granted by the influencer or a third party; or
- anything that could be reasonably construed as violent, bullying, aggressive, misogynistic, pornographic, religiously intolerant or insensitive, or racist;
- the client will not engage in any activity, say anything, or associate with any activity which is or may be considered by the influencer to:
- bring the promotional materials, the client or its brand or products, or the influencer into disrepute; nor has the client engaged in such conduct in the past to the best of its knowledge; or
- have an adverse effect on the reputation of the influencer;
- if any of the following situations occur, the client will inform the influencer immediately:
- the client is in breach of or likely to be in breach of this agreement;
- the client is unable to perform its obligations under this agreement including any relevant project statements, or is unlikely to be able to do so; or
- circumstances have arisen or are likely to arise of which the client is aware which are likely to negatively impact the public perception of the influencer.
client’s indemnities
- the client shall indemnify the influencer against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the influencer directly or indirectly incurs arising out of or as a consequence of any breach of the client’s warranties set out above.
client’s obligations
- no amendments shall be made to project statements except on terms agreed in writing by the parties in accordance with the section below (headed “change control”).
- the client must:
- provide, in a timely manner, any products and any information that the influencer may reasonably require to enable them to perform the services; in the case of products, the client shall ensure that anything provided is in good working order and suitable for the purposes for which it is used, and in the case of information, the client shall ensure that it is accurate in all material respects;
- obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the services before the date on which the services are to start.
defective services
- the influencer shall promptly notify the client of:
- any delays or problems from time to time in the provision of the services of which the influencer becomes aware;
- any circumstances from time to time which may prevent the influencer from providing the services in accordance with this agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
- any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the client or which may result in any adverse publicity for the client.
- the client shall, without limiting any right or remedy of the client, promptly report to the influencer any defects in the influencer’s performance of the services as soon as reasonably practicable after any such defect comes to the attention of the client.
- where any defect in the provision of the services is reported to the influencer by the client or otherwise comes to the attention of the influencer, the influencer shall, without limiting any other right or remedy of the client, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
charges, payment and time records
- in consideration of the provision of the services by the influencer, the client shall pay to the influencer the fees as set out in the project statements. the influencer shall submit invoices for the fees, plus vat if applicable, to the client at the intervals specified in the project statements.
- the client shall pay each invoice within of days of the date of the invoice. time is of the essence for the payment of the fees.
- all fees quoted to the client or agreed to in a project statement (unless it is noted otherwise within the specific project statement) are
- any fees or other amounts payable under this agreement are exclusive of sales, use, and goods and services taxes that are imposed in relation to a taxable supply of services under this agreement.
- any income tax and national insurance contributions due in respect of the fees paid to the influencer are the responsibility of the influencer only.
- upon completion of the services to be provided under a specific project statement, or when an agreed instalment is due, the influencer shall invoice the client for the charges that are then payable together with any charges for materials, expenses, or similar that were agreed to in the specific project statement and which have not been expressly included in the fixed price or as vat.
- any expenses incurred by the influencer will only be payable by the client if these specific expenses have been agreed to in advance within the relevant project statement and are reasonable in the circumstances. such expenses, materials and third party services must be invoiced by the influencer at cost, together with vat, which the influencer will add to its invoices at the appropriate rate.
- the client shall pay each undisputed invoice submitted to it by the influencer, in full and in cleared funds, within 30 days of receipt of the invoice (the date of which shall be determined in accordance with the section below headed “notices”) to a bank account nominated in writing by the influencer (i.e. by the due date).
- without prejudice to any other right or remedy that it may have, if the client fails to pay the influencer the fees due under an invoice by the due date:
- the client shall pay interest on the overdue amount at the rate of 4% per annum above the bank of england base rate at the relevant time. such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. the influencer may choose to charge statutory interest due. the client shall pay the interest together with the overdue amount; and
- the influencer may suspend all services until payment has been made in full.
- all sums payable to the influencer under this agreement shall become due immediately on its termination, despite any other provision.
- the influencer and the client shall pay all amounts due under this agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.
change control
- the client may at any time during the term of this agreement request an increase or decrease in the volume of the services, a change in the specification, or the addition of new services by notifying the influencer in writing of its requests (i.e. making a “change request”.
- the influencer shall give due consideration to any change request from the client and shall, within 5 working days of receiving a change request from the client:
- confirm its acceptance of the change request, without any further variation to the terms of the agreement, in which case the parties shall execute a variation to the agreement as soon as reasonably practicable by creating an updated project statement and the influencer shall implement the change request accordingly; or
- provide a written proposal conveying its intention to accept the change request but only subject to the client’s agreement to any variations or additions to the change request that the influencer reasonably considers necessary (i.e. a “change proposal”); or
- if the influencer believes it is not reasonably practicable to accept the change request, with or without any variations, provide the client with a written statement of its reasons for refusing the change request.
- any change proposal provided by the influencer under the above clause shall be fair and reasonable in relation to the change request.
- the client shall give due consideration to any change proposal made by the influencer under the clauses above and shall within 5 working days after receipt of the change proposal either give the influencer a written notice accepting the change proposal (subject to or without further negotiation) or rejecting the change proposal. if the client accepts the change proposal, the parties shall as soon as reasonably practicable execute a variation to the agreement by creating an updated project statement and the influencer shall implement the final version of the change request, as amended by the change proposal (and any subsequently agreed changes) accordingly.
- the influencer shall have the right to make any changes to the services that are necessary to comply with any applicable law or safety requirement, provided that the influencer gives the client reasonable notice of such changes and that such changes do not materially affect the nature/scope of the services or the fees.
liability
- if the influencer’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the client, or its agents, sub-contractors, consultants or employees, the influencer shall not be liable for any costs, charges or losses sustained or incurred by the client that arise directly or indirectly from such a prevention or delay.
- nothing in this agreement limits or excludes either party’s liability in any way for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the supply of goods and services act 1982 (title and quiet possession); or
- any other losses which cannot be limited or excluded by applicable law.
- except for the first two clauses of this section (i.e. the section headed “liability”) and the indemnities provided by the parties (i.e. as set out in the sections headed “influencer’s warranties” and “client’s warranties”), neither party shall have any direct or indirect liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
- loss of profits;
- loss of revenue;
- loss of sales or business;
- loss of agreements or contracts;
- loss of savings or discounts (actual or anticipated);
- loss of or damage to goodwill or to reputation;
- loss of use or corruption of software, data or information;
- any indirect, special or consequential loss.
- except for the first two clauses of this section (i.e. the section headed “liability”) and the indemnities provided by the parties (i.e. as set out in the sections headed “influencer’s warranties” and “client’s warranties”), the total liability of the influencer for any loss experienced by the client in respect of any one event or series of connected events shall not exceed £ and the total liability of the client for any loss experienced by the influencer in respect of any one event or series of connected events shall not exceed £.
- the terms implied by sections 3 to 5 of the supply of goods and services act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
insurance
- during this agreement, the influencer and the client shall each maintain in force with a reputable insurance company insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees, in connection with the services and shall, on the other party’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.
confidentiality
- each party will only use confidential information to perform its obligations under the agreement and will not cause or allow the information to be disclosed except:
- where required by law, court order or any governmental or regulatory body;
- to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge the party’s obligations under the agreement and who agree only to use the information for that purpose and not to cause or allow disclosure of that information;
- where the information has become generally available to the public (other than as a result of disclosure in breach of the agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
- where the information was available or known to the party on a non-confidential basis before being disclosed under the agreement; or
- where the information was developed by or for the party independently of the agreement and is received by persons who are not the disclosing party.
- if the influencer wishes to disclose any of the client’s confidential information in the course of performing the services as required under this agreement, they must first obtain written permission to do so from the client.
image rights
- the influencer licenses to the client on a worldwide basis, in perpetuity, the right to use and exploit the influencer image rights solely in relation to the promotional materials and in relation to the marketing, advertising, endorsement or promotion of the client’s business, brand, or products in accordance with the project statements. the client may reproduce and use reproductions of the influencer image rights in this manner and may authorise appropriate third parties to do so.
intellectual property
- the client retains ownership of all intellectual property rights subsisting in the client’s products, marketing materials, or brand. the client reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
- the client licenses all such intellectual property rights to the influencer on a non-exclusive, royalty-free, worldwide basis to the extent that is reasonably necessary to enable the influencer to perform the services.
- subject to the clause below, the influencer retains ownership of all intellectual property rights (if any) subsisting in its own or any of its employees’, officers’, sub-contractors’, representatives’ or advisers’ inventions or creations made for the purposes of creating the deliverables or promotional materials or in connection with the provision of the services at all times, this includes, but is not limited to the influencer’s pre-existing trade marks, service marks, logos, other materials connected with the influencer’s brand (including nicknames and stage names), signature, image, voice and likeness. the influencer reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
- the influencer licenses all such rights to the client for the term, on an exclusive, royalty-free, worldwide basis to such extent as is necessary to enable the client to make reasonable use of the deliverables and the promotional materials for the purposes of promotion, endorsement, advertising, or marketing of the client’s goods, services, business, brand, or good reputation in relation to this agreement. in such uses, the client must ensure that the influencer is given appropriate credit in relation to the promotional materials. if this agreement is terminated, this licence will automatically terminate.
- the influencer waives unconditionally and in perpetuity all moral rights in the promotional materials and any similar rights arising in the promotional materials, whether arising or conferred now or in the future and whether in england and wales, scotland, or another jurisdiction.
- the influencer licenses to the client all consents reasonably required under applicable law to enable the client to make the fullest possible use of the promotional materials, deliverables, and the services, and influencer image rights, in the manner set out in this agreement.
- the influencer shall not be liable under or in connection with this agreement for any modifications, adaptations or amendments to any deliverables made by the client or by a third party on the client’s behalf, nor for any fault, error, destruction or other degradation of the deliverables which arises due to the acts or omissions of the client.
- the terms of clauses shall survive termination of this agreement for any reason.
data protection
- the promotional materials must not contain any third party’s personal data (as defined in the data protection act 2018) and must not in any way breach data protection laws, regulations, or binding codes of practice.
circumstances beyond the control of either party
- neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
- such causes include, but are not limited to: power failure, internet service provider failure, acts of god, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
- the party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
- the corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
- if the delay continues for a period of 30 days, either party may terminate or cancel the services to be carried out under this agreement.
termination
- either party may terminate this agreement immediately by giving written notice to the other party if that party:
- does not pay any sum due to it under the agreement within 30 working days of the due date for payment;
commits a material breach of the agreement which, if capable of remedy, it fails to remedy within 10 working days after being given written notice specifying full particulars of the breach and requiring it to be remedied);
persistently breaches any term(s) of the agreement;
is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
undergoes a change of control (within the meaning of section 1124 of the corporation tax act 2010);
has breached any of the warranties it has provided in this agreement (in the sections headed “influencer’s warranties” and “client’s warranties”); or
(if an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.
- the client may terminate this agreement immediately by giving written notice to the influencer if the influencer:
- is a company over any of whose assets or property a receiver is appointed;
makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the insolvency act 1986);
(if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
has conducted itself in a manner that, in the opinion of the client, may bring into disrepute the client’s business name, image, brand, or products or the influencer themselves, by having a detrimental or prejudicial effect or in any other way; or
is convicted of any criminal offence.
consequences of termination
- on termination or expiry of this agreement:
- the client shall immediately pay to the influencer all of the influencer’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, the influencer may submit an invoice, which shall be payable immediately on receipt;
the client shall, within a reasonable time, return any relevant deliverables remaining the property of the influencer. until they have been returned or repossessed, the client shall be solely responsible for their safekeeping.
- termination or expiry of the agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- other than as set out in the agreement, neither party shall have any further obligation to the other under the agreement after its termination.
general
- this agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the agreement. nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
- neither party may assign, transfer, sub-licence or sub-contract to any third party the benefit and/or burden of the agreement or of any of the rights under this agreement without the prior written consent (not to be unreasonably withheld) of the other party.
- no variation of the agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
- the contracts (rights of third parties) act 1999 does not apply to the agreement and no third party has any right to enforce or rely on any provision of the agreement.
- unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy available in relation to this agreement will be deemed a waiver of that, or any other, right or remedy.
- a provision which by its intent or terms is meant to survive the termination of the agreement will do so.
- if any court or competent authority finds that any provision (or part) of the agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
- unless specifically provided by the parties, nothing in the agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the agreement authorise any party to enter into any commitments for or on behalf of the other party.
- any notice (other than in legal proceedings) to be delivered under the agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other party’s registered address or place of business, sent by email to its main business email address, or sent by fax to its main fax number. notices:
- sent by post will be deemed to have been received, where posted from and to addresses in the united kingdom, on the second working day and, where posted from or to addresses outside the united kingdom, on the tenth working day following the date of posting;
delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
sent by email will be deemed to have been received on the next working day after sending, provided it was sent to the correct email address and no notice of delivery failure is received; and
sent by fax will be deemed to have been received on the next working day after transmission.
governing law and jurisdiction
- this agreement will be governed by and interpreted according to the laws of england and wales. all disputes and claims arising under the agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of england and wales.
- the parties have signed this agreement on the date(s) below:
the parties have signed this agreement on the date(s) below:
schedule 1 - initial project statement
this is a project statement created under this agreement between (the influencer) and (the client) for the provision of services promoting client’s business, brand, products, or services. this project statement is subject to, and part of, this agreement.
part a - promotional materials
the influencer will create the following promotional materials in accordance with the agreement:
part - fees
the services to be provided under this project statement are to be provided in exchange for the following fees:
the total fees payable under this project statement are: .
this project statement is created on the date of last signature.
about influencer contracts
learn more about making your influencer contract
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how to make an influencer contract
making your influencer contract online is simple. just answer a few questions and 2022世界杯32强抽签时间 will build your document for you. when you have all the information about the promotional services provision prepared in advance, creating your document is a quick and easy process.
you’ll need the following information:
the influencer and the client
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what is the influencer’s name, address, and legal structure? if it’s a company, what is its company number?
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who is the influencer’s signatory, if it’s a company or a partnership? this is the person who will sign the contract on the company’s or partnership’s behalf.
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what is the client’s name, address, and legal structure? if it’s a company, what is its company number?
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who is the client’s signatory, if it’s a company or a partnership?
the promotional materials
the questions under this heading apply to the promotional materials to be created under the initial project statement (ie that which is incorporated into the influencer contract. for more information, read the faqs above).
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will the influencer create video posts, image posts, and/or text posts for the client?
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for each type of post that will be created:
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what will the content promote? for example, the client’s brand? a particular product?
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how many videos, images, or text posts will be created?
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on which platforms and via which accounts should these posts be published?
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when should they be published?
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are there any other requirements for these posts? for example, regarding what should be included, their length, or particular disclosures?
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will the influencer provide any other services under this project statement? for example, providing data on the performance of a certain type of post?
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have the parties agreed on any other provisions relevant to this provision of services? for example, the reimbursement of certain expenses or distinct deadlines for stages of the project.
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will the influencer be paid a flat fee for these services or a set fee per piece of promotional content?
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if a fixed fee, what is the fee?
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if a fee per piece of content, how much is required for each video, image, and/or text post?
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does the client need to pay a deposit for the provision of these services? if so:
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how much?
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within how many working days after the contract is formed must the deposit be paid?
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service provision
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how many days before their scheduled publication should the influencer submit promotional materials to the client for approval (unless otherwise specified in a project statement)?
fees and payments
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are fees specified under this contract inclusive or exclusive of value added tax (vat), or is vat not applicable?
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within how many days of receipt does the client need to pay the influencer’s invoices?
liability
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what is the maximum liability the influencer can have for losses caused to the client in relation to this contract (with exceptions)?
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what is the maximum liability the client can have for losses caused to the influencer in relation to this contract (with exceptions)?
the contract
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will the contract end on a fixed date, after a fixed period of time, or only when ended by one of the parties?
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if on a fixed date, which date?
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if after a fixed period of time, how long is the period?
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if only when ended by the parties, how much notice does a party need to give to end the contract by choice?
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will the contract become effective on the date on which it is signed or another, specified date?
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if either party is based in scotland, will the laws of england and wales or the laws of scotland apply to this contract?
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common terms in an influencer contract
influencer contracts set out the terms on which an influencer creates and posts content to promote a client’s business, brand, or products. to do this, this influencer contract template includes the following terms and sections:
this agreement…
the contract starts by identifying the date on which it is made and the parties to the contract (ie the influencer and the client).
meanings
this definition table assigns specific meanings to key terms used throughout the contract. for example, 'influencer channels’, ‘intellectual property rights’ and ‘promotional materials’. when these terms are used capitalised throughout the contract they carry the meaning they’re given in this table.
provision of services
this section sets out basic parameters within which the influencer must provide the services. for example, it explains that project statements will form part of the contract.
provision of information
here the influencer commits to providing information that the client reasonably requests to enable them to predict and monitor the performance of promotional content on the influencer’s platforms (eg data about reach, audience, and engagement).
control of promotional materials
here the client is given the power to approve the promotional materials before they’re published or to request reasonable changes, which the influencer should generally implement. the section specifies how many days before scheduled publication materials should be submitted to the client for review.
compliance with advertising and marketing rules
this section contains the influencer’s commitment to complying with all advertising and marketing laws as well as regulations, guidance, and best practice set out by the industry. for example, by making appropriate disclosures regarding the paid-for nature of promotional posts. the influencer’s responsibility to make sure that advertising materials are not misleading is highlighted.
influencer’s warranties
here the warranties (ie legally binding promises or statements) made by the influencer are set out. these include, for example, the influencer’s assertions that:
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it has the authority to enter into the contract and to grant any rights (eg intellectual property rights) it grants within it, and that doing so will not infringe on any third party’s rights
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the promotional materials it creates will abide by relevant laws, including data protection and advertising laws
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its conduct will not adversely affect the client’s reputation
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it will not provide similar services to those provided under this contract to any of the client’s direct competitors for the duration of this contract (ie a non-compete clause)
influencer’s indemnities
in this section, the influencer promises to indemnify the client against (ie to cover the costs of) any losses that the client suffers due to the influencer’s breaching any of their influencer’s warranties.
client’s warranties
next, the client provides warranties in a similar manner to the influencer’s warranties, above. their warranties are slightly different, to reflect their different role under the contract (eg they are not providing services).
client’s indemnities
this is the client’s version of the indemnity provided by the influencer, above. it functions in the same way.
client’s obligations
this section sets out specific things that the client must do in relation to the contract. for example, providing any information, licences, or similar that the influencer requires to perform the services.
defective services
here the contract makes provisions for what should happen if there is a defect (ie a fault or deficiency) in the promotional materials or supporting services. for example, the influencer is required to promptly notify the client about any issues and should reasonably attempt to remedy defects. the client is also required to notify the influencer if they identify any faults.
charges, payment and time records
this section makes certain key provisions about how payments due under the contract are to be handled. for example, it states:
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whether or not vat is included
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how many days the client has to pay invoices
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how expenses are to be dealt with
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how any deposits will be handled
change control
this section sets out the procedure that should be followed if the client wants to request changes to the agreed service provision (eg new specifications for promotional materials). it specifies the influencer’s options for responding to any such requests.
liability
this section contains various limitations on liability (ie restrictions on when one party is responsible for losses it causes to the other in relation to this contract). for example, a cap is set on each party’s liability in most circumstances (ie not in relation to the warranties set out above) and types of loss that the parties generally won’t be liable for are set out (eg indirect loss or loss of profits).
situations in which parties cannot limit their liability are also highlighted. for example, liability for death or personal injury caused by their negligence.
insurance
the parties’ obligations to each have adequate insurance during the life of the contract are explained here.
confidentiality
this section sets rules on how the parties can use any of each other’s confidential information that they’re privy to in relation to the contract. the situations in which it may be disclosed are set out (eg if required by law or after it’s already become generally available to the public).
image rights
this clause grants the client a licence (ie permission) to use the influencer’s image rights in relation to the advertising materials created under the contract, and sets out the terms of this licence.
intellectual property
this section explains how ownership and rights to use intellectual property created under or used in relation to this contract will be managed. for example, the client and influencer generally retain ownership of intellectual property rights (iprs) that they create but licence these to each other for use to fulfil the contract.
data protection
the requirement that the promotional materials created don’t contain any third party’s personal data is set out here, alongside the commitment to these materials not breaching data protection laws or similar.
circumstances beyond the control of either party
this section contains a force majeure clause. this means that it sets out what should happen (eg how liability will be allocated) if certain events occur which are beyond a party’s reasonable control and which prevent that party from performing its obligations under the contract. for example, the party that’s unable to perform its obligations will not be liable for such a failure.
termination
if the contract is to continue until it’s ended, this section will start by setting out how much notice one party must give the other to end the contract.
the section will always set out instances in which a party may immediately end the contract by giving notice. for example, if payments aren’t made for a specified amount of time, if a party goes into liquidation or administration or is dissolved, or if certain breaches of the contract are committed.
consequences of termination
next, the contract makes certain provisions about what happens when the contract is ended. for example, most obligations under the contract will end and any outstanding invoices should be paid immediately.
general
this section deals with various other points of law that govern how this contract operates. for example:
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restricting how the parties can deal with the contract (eg preventing them from assigning their rights or obligations under the contract to others without the other party’s permission)
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stating that this contract is the entire agreement, ie the contract contains all of the agreement between the influencer and the client (ie there are no additional terms). this helps avoid confusion if, for instance, other terms were in contemplation during negotiations
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requiring that any variations to the contract are in writing and signed
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excluding the contracts (rights of third parties) act 1999 or the contract (third party rights) (scotland) act 2017. this essentially means that third parties (ie not the influencer or the client) that would otherwise be able to enforce obligations under this contract under the relevant act cannot do so
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clarifying that this contract is not intended to create a partnership, joint venture, agency relationship, employment relationship, or similar between the parties
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setting out how any notices or other similar communications that are given under the contract should be delivered
governing law and jurisdiction
this section sets out which country’s legal system must be used to resolve any disputes (ie the contract’s jurisdiction). this is necessary as the legal systems of england and wales and of scotland are different.
the parties have signed this agreement on the date(s) below…
the contract ends with spaces for the influencer and the client to sign the document, to make it legally binding.
schedule 1 - initial project statement
this schedule contains a project statement that’s made under (and therefore which forms a part of) the influencer contract. it sets out:
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which promotional materials the parties have agreed should be created, including any requirements for these (eg what they should include or how long they should be)
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when and where the materials should be posted (eg via which accounts and on which platforms)
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any supporting services (eg provision of performance data) required
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the fees due in respect of the services
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whether a deposit is required and, if so, how much and by when
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any additional requirements the parties have agreed to (eg whether certain expenses will be covered by the client)
if you want your influencer contract to include further or more detailed provisions, you can edit your document. however, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified influencer contract complies with all relevant laws and meets your specific needs. use 2022世界杯32强抽签时间 ’s ask a lawyer service for assistance.
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legal tips for influencers and businesses working with them
choose the right influencer or business to work with
for clients, influencer marketing is all about reaching specific audiences and markets to further promote their products. it’s important, therefore, that businesses choose influencers to work with who are a good match for their values, products, and marketing intentions.
an influencer’s reputation, or brand, is vital to its business. it’s important for an influencer too to only work with businesses whose products and values they agree with and which align with their usual content and image.
both parties should, therefore, ensure that they’re aware of who they’re working with before they create an influencer contract. for example, via discussions, analysis of previous content postings or marketing activity, or exchange of data (eg data on an influencer’s content’s usual performance).
for more information, read influencer marketing and how to set up as an influencer.
create content that follows the law
multiple areas of law impose rules on what someone can say or post in a public forum (eg on social media). whether you’re a client or an influencer, make sure that you’re aware of the rules that must be followed to make compliant content. for example, content must comply with:
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advertising laws - eg by disclosing that content is paid-for and by not being misleading
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data protection laws - by only handling personal data (ie information about individuals from which they may be identified) in reliance on a legal basis for doing so (eg consent)
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intellectual property laws - eg by not using works (eg images, songs or text) that’s protected by other people’s intellectual property rights (eg copyrights or trade marks) without valid permission (eg a licence)
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defamation law - eg by not making damaging, untrue statements about others
understand when to seek advice from a lawyer
in some circumstances, it’s good practice to ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. you should consider asking for advice if:
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personal data belonging to anyone other than the influencer will be processed (eg used) during the marketing arrangement
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you need help ensuring the content you creates complies with the law
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you want to include many bespoke terms in a project statement
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this document doesn't meet your needs or doesn’t cover everything you want it to
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influencer contract faqs
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what is included in an influencer contract?
this influencer contract template covers:
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the services to be provided, including which promotional materials are to be created (eg videos or images) and any supporting services (eg provision of information about social media posts’ performance)
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the fees due in exchange for the services
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how invoices will be issued
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compliance with laws including advertising and data protection rules
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warranties (ie enforceable promises and statements of fact) provided by the parties
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what will happen if services are not provided correctly
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how intellectual property rights, image rights, and confidential information are to be dealt with
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ending the contract
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why do i need an influencer contract?
influencer marketing, ie paying an influencer to create and publish materials that promote a business’ brand and products, is an excellent way for businesses to advertise themselves to new audiences. lending their reach and power to businesses in this way is also a great way for influencers to make money.
it’s important to clearly set out the terms of an influencer marketing relationship, to help make sure that both parties receive the benefits of the arrangement. creating an influencer contract allows you to do this in a way that provides legal protections for both parties in case issues arise down the line.
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what is a project statement?
this influencer contract is a governing agreement (ie a large, overarching contract that sets out the key terms of a relationship for the provision of services). the parties can then set out the specific details (eg the fees and any conditions) for the creation of specific pieces of promotional material (eg a series of video posts) in one or more project statements. these project statements will then form part of the governing agreement and will be subject to its terms, as well as the terms set out in the project statements themselves.
this influencer contract incorporates one initial project statement as ‘schedule 1 - initial project statement’. this project statement will be automatically created when you make your influencer contract following our interview questions.
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does the influencer need to disclose the advertising relationship?
advertising law generally requires all advertising material to be identifiable as such. for example, a social media post promoting a product in exchange for payment must clearly identify the fact that the post is advertising content. payment is widely defined and includes, for example, a product’s being gifted or an exchange of favours.
for more information, read social media advertising and endorsements and advertising regulations.
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does the client need to cover the influencer’s expenses?
this influencer contract does not automatically require the client to cover any expenses the influencer incurs during the creation of the relevant promotional materials. you can specify in a project statement whether any particular expenses will be covered in relation to that project statement and up to what limits.
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does the client need to pay a deposit?
an influencer may require a client to pay a deposit before they create promotional materials, to ensure that any initial effort and investment made by the influencer is compensated if the services are not carried out in their entirety and this is not the influencer’s fault (eg if the client simply changes their mind about the arrangement once materials have been created and decides not to post them).
each individual project statement should specify whether a deposit is required and, if so, of how much and by which date.
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can either party make changes to the services?
this influencer contract template allows the client to request changes to the services to be provided. changes must be requested in writing, following the requirements set out in the contract. the influencer should respond to any such requests within a specified timeframe and can submit a counterproposal to the client. if a change is agreed to, this should be formally executed by the parties. you can ask a lawyer for help negotiating or formalising any changes.
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should both parties limit their liability under the influencer contract?
this influencer contract enables you to set a limit on each the influencer’s and the client’s liability to each other for any losses incurred in relation to the contract (ie the maximum amount that they must pay the other party if they’re found to have caused that party a relevant loss). this is in addition to limitations set on certain types of loss (eg loss of profits or indirect loss).
the limits you set should reflect the kinds of promotional materials that are being supplied, the influencer’s platform (eg its reach), the materials’ and the clients’ products’ potential to cause loss and damage, and the limits that are common in the relevant marketplace (eg in similar contracts). the limits you set must be reasonable to be enforceable.
for more information, read limitation of liability clauses.
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when will this influencer contract end?
you can set a fixed period or end date for your influencer contract.
alternatively, you can have the contract continue until one of the parties decides to end it. in this case, a term in your contract will specify that it can be terminated (ie ended) by one party if they give a specified amount of written notice to the other party.
the contract can also be terminated in certain specified circumstances. for example, if a party fails to pay charges due under the agreement or if a major breach of the contract occurs.for more information, read ending a contract.
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what happens if one of the parties doesn’t meet their obligations under the influencer contract?
the influencer contract explicitly allows either party to end the contract if the other party breaches (ie fails to meet their obligations under) the contract in certain ways. for example, if one of the warranties set out in the contract is broken or if a material (eg serious) breach is committed and not remedied within a certain period of time.
a force majeure clause specifically sets out what happens if one of the parties is in breach of the contract due to certain events outside of their control (eg a fire, flood, or pandemic). for example, the party will not be responsible for any such breaches.
if the contract is breached, the party that experiences loss may seek redress through the courts or via an alternate dispute resolution method.
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