MAKE YOUR FREE Influencer Contract

INFLUENCER CONTRACT

THIS AGREEMENT is made on the date of last signature below between:

PARTIES

AGREEMENT

Meanings

1. 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.

1. In this Agreement, unless the context requires a different interpretation: 
   1. The singular includes the plural and vice versa;
   2. References to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
   3. A reference to a person includes firms, companies, government entities, trusts and partnerships;
   4. “Including” is understood to mean “including without limitation”;
   5. Reference to any statutory provision includes any modification or amendment of it;
   6. The headings and sub-headings do not form part of this Agreement; and
   7. "Writing" or "written" will include fax and e-mail unless otherwise stated.

Provision of Services

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. The Agreement begins on the Effective Date and will continue

Provision of Information

1. 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:
   1. Information about the Influencer’s audience, including statistics about the audience’s demographics, size, and behaviour, including changes to these parameters over time;
   2. 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
   3. 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

1. 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.
2. 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

1. 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:
   1. 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);
   2. Implementing any specific disclosures agreed upon in a particular Project Statement; and
   3. Utilising any relevant functionalities of specific platforms, for example, clicking relevant boxes to indicate that a post contains paid-for or other advertising material.
2. 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:
   1. 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;
   2. Do not convey any unsubstantiated claims about the Client’s products’ perceived faults or benefits; and
   3. Are not misleading to consumers in other ways.
3. The Influencer will abide by any other laws, guidance, codes or practice, or regulations relevant to the Services. These may include:
   1. The ISBA Influencer Marketing Code of Conduct;
   2. 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

1. In relation to this Agreement, the Influencer warrants, undertakes, and represents to the Client that:
   1. 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;
   2. 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;
   3. By entering into this Agreement and by performing the Services, the Influencer will not breach any other agreement or obligation to any third party;
   4. 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;
   5. 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;
   6. 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;
   7. All Promotional Materials comply with relevant laws, regulations, and binding codes of practice, including those related to data protection and advertising;
   8. 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;
   9. 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;
   10. All Promotional Materials will not include:
       1. 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;
       2. Anything that promotes or includes criminal activity;
       3. 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
       4. Anything that could be reasonably construed as violent, bullying, aggressive, misogynistic, pornographic, religiously intolerant or insensitive, or racist;
   11. 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:
       1. 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
       2. Have an adverse effect on the reputation of the Client’s business, brand, or products;
   12. 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;
   13. 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;
   14. 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;
   15. If any of the following situations occur, the Influencer will inform the Client immediately:
       1. The Influencer is in breach of or likely to be in breach of this Agreement;
       2. 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
       3. 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

1. 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

1. In relation to this Agreement, the Client warrants, undertakes, and represents to the Influencer that:
   1. 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;
   2. By entering into this Agreement, the Client will not breach any other agreement or obligation to any third party; 
   3. 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;
   4. 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; 
   5. 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; 
   6. 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;
   7. 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:
      1. Any personal data belonging to a third party (i.e. a party that is not the Influencer or the Client);
      2. Anything that promotes or includes criminal activity; 
      3. 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
      4. Anything that could be reasonably construed as violent, bullying, aggressive, misogynistic, pornographic, religiously intolerant or insensitive, or racist;
   8. 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:
      1. 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 
      2. Have an adverse effect on the reputation of the Influencer;
   9. If any of the following situations occur, the Client will inform the Influencer immediately:
      1. The Client is in breach of or likely to be in breach of this Agreement; 
      2. 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
      3. 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

1. 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

1. 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”).
2. The Client must:
   1. 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;
   2. 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

1. The Influencer shall promptly notify the Client of:
   1. Any delays or problems from time to time in the provision of the Services of which the Influencer becomes aware;
   2. 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
   3. 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.
2. 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.
3. 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

1. 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.
2. 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.
3. All Fees quoted to the Client or agreed to in a Project Statement (unless it is noted otherwise within the specific Project Statement) are
4. 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.
5. Any income tax and national insurance contributions due in respect of the Fees paid to the Influencer are the responsibility of the Influencer only.
6. 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.
7. 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.
8. 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).
9. 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:
   1. 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
   2. The Influencer may suspend all Services until payment has been made in full.
10. All sums payable to the Influencer under this Agreement shall become due immediately on its termination, despite any other provision.
11. 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

1. 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”.
2. 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:
   1. 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
   2. 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
   3. 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.
3. Any Change Proposal provided by the Influencer under the above clause shall be fair and reasonable in relation to the Change Request.
4. 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.
5. 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

1. 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.
2. Nothing in this Agreement limits or excludes either party’s liability in any way for:
   1. Death or personal injury caused by its negligence;
   2. Fraud or fraudulent misrepresentation;
   3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
   4. Any other losses which cannot be limited or excluded by applicable law.
3. 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:
   1. Loss of profits;
   2. Loss of revenue;
   3. Loss of sales or business;
   4. Loss of agreements or contracts;
   5. Loss of savings or discounts (actual or anticipated);
   6. Loss of or damage to goodwill or to reputation;
   7. Loss of use or corruption of software, data or information;
   8. Any indirect, special or consequential loss.
4. 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 £.
5. 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

1. 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

1. 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:
   1. Where required by law, court order or any governmental or regulatory body;
   2. 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;
   3. 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);
   4. Where the information was available or known to the party on a non-confidential basis before being disclosed under the Agreement; or
   5. 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.
2. 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

1. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. The terms of clauses shall survive termination of this Agreement for any reason.

Data Protection

1. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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

1. Either party may terminate this Agreement immediately by giving written notice to the other party if that party:
   1. Does not pay any sum due to it under the Agreement within 30 Working Days of the due date for payment;

   2. 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);

   3. Persistently breaches any term(s) of the Agreement;

   4. Is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;

   5. Undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); 

   6. Has breached any of the warranties it has provided in this Agreement (in the sections headed “Influencer’s Warranties” and “Client’s Warranties”); or

   7. (If an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.

2. The Client may terminate this Agreement immediately by giving written notice to the Influencer if the Influencer:
   1. Is a company over any of whose assets or property a receiver is appointed;

   2. 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); 

   3. (If an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation; 

   4. 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

   5. Is convicted of any criminal offence.

Consequences of Termination

1. On termination or expiry of this Agreement:
   1. 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;

   2. 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.

2. 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.
3. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
7. 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.
8. 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.
9. 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:
   1. 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;

   2. Delivered by hand will be deemed to have been received at the time the notice is left at the proper address; 

   3. 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

   4. Sent by fax will be deemed to have been received on the next Working Day after transmission.

Governing Law and Jurisdiction

1. 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.
2. 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 

This Project Statement is created on the date of last signature.