Key Commercial Terms
| # | Term | Details |
|---|---|---|
| 1 | Brand | Fyxer Chancery House, 53-64 Chancery Lane, London, United Kingdom, WC2A 1QS |
| 2 | Invoicing Details | Invoices for the Fee will be issued via Tremendous (a third-party payment partner), and Influencer will comply with any invoice requirements provided by Brand from time to time. |
| 3 | Social Media Platforms | Such social media platforms as agreed by Brand. |
| 4 | Affiliate Link and Discount Code | Brand to provide Influencer with a discount code and affiliate link to share with Influencer's community, the details of which shall be set out more fully in the Brief/Welcome Pack. Additional terms and conditions may apply to such affiliate link and discount code. |
| 5 | Fee and Consideration | In consideration of Influencer's provision of the Deliverables (as defined below), Brand shall pay to Influencer compensation as agreed between Brand and Influencer in the separate Brief/Welcome Pack (the Fee). The Fee and compensation structure may change at Brand's sole discretion from time to time. In addition, Brand shall provide Influencer the Products (as defined below) free of charge. |
| 6 | Taxes and Expenses | Brand will pay Influencer (via Tremendous) the relevant portion of the Fee within 30 days of the last day of each month during the Term. The Fee shall not be payable by Brand if the Deliverables are not provided in accordance with the terms of this Agreement. Brand reserves the right to withhold payment of the Fee until the Deliverables are provided in the manner specified by Brand and/or to reduce the amount of the Fee on a pro rata basis to reflect the reduced volume and/or quality of Deliverables provided, as determined by Brand in its sole discretion. |
Deliverables and Term
| # | Term | Details |
|---|---|---|
| 1 | Deliverables | Influencer shall publish content featuring the Products on the social media channels to be agreed with Brand, such content to comply with the Brief/Welcome Pack provided to Influencer by Brand, the requirements of this Agreement, and any other instructions provided by Brand (the Deliverables). |
| 2 | Brand's products to be featured | Influencer will receive the Brand's products (the Products) free of charge for the purpose of delivering the Deliverables. The provision by Brand of replenishment Products will be agreed separately. |
| 3 | How the product is to be sent to Influencer | Postage to the address confirmed by Influencer via Stripe order. |
| 4 | Ownership and Usage of Deliverables | All Deliverables are provided by Influencer on a work-for-hire basis and shall be the exclusive property of Brand. Influencer transfers and assigns all right, title and interest in the Deliverables to Brand, waives all moral rights, and agrees not to file any patent, trademark, registered design, or related protection for any Deliverable. Influencer shall ensure Brand is assigned all rights required for Brand's intended use, including where third parties are commissioned. Nothing in this Agreement gives Influencer any license over Brand intellectual property. |
| 5 | Usage Period | Brand shall have the right to use the Deliverables without restriction perpetually (the Usage Period). |
| 6 | Deliverables to Remain Live on Influencer's Channels | All Deliverables must remain on Influencer's own channels indefinitely or for as long as the platform allows. |
| 7 | Exclusivity | Influencer will not include any of Brand's competitors in the Deliverables. Competitors include, but are not limited to, those competitors listed in any Brief/Welcome Pack provided by Brand. |
| 8 | Term | This Agreement shall commence on the date of execution and shall continue until Fyxer gives written notice of termination to Influencer, such notice to be immediately effective (the Term). If Influencer violates the Disclosure and Compliance Requirements below, Brand shall terminate this Agreement. |
Mandatory Approval Criteria
| # | Term | Details |
|---|---|---|
| 1 | Project/Brand Key Messaging | Influencer must create Deliverables in line with the Brief/Welcome Pack provided by Brand to Influencer. |
| 2 | Calls to Action | Influencer must include the affiliate link in their content and direct their audience towards it. For YouTube videos, the affiliate link must be above the fold in the description box. |
| 3 | Social Media Hashtags and Handles | "@fyxer", "#AD" and the campaign hashtag (to be confirmed) to be used by Influencer in all Deliverables. |
| 4 | Brand Approval | Influencer agrees to reproduce Deliverables if Brand determines they are not in line with the Mandatory Approval Criteria or Disclosure and Compliance Requirements. Following go-live, Brand may require Influencer to amend or remove all or any element of the live Deliverables, and Influencer must comply. |
Disclosure and Compliance Requirements
| # | Term | Details |
|---|---|---|
| 1 | Paid Promotion Disclosure Criteria | Influencer must comply with all applicable laws and guidance (including CAP code and ASA rules), including use of #AD at the start of relevant descriptions, Paid Partnership tags and branded-content toggles where available, visible #AD disclosures in video title/thumbnail/description where relevant, and linking to full terms when publishing promo codes or giveaways. |
| 2 | Compliance with Social Media Platform Requirements | Influencer must comply with all applicable requirements of relevant social media platforms (including Instagram, YouTube, Facebook, X, TikTok, and others). |
| 3 | Music Clearance Policy | Influencer must obtain permission from all relevant rights holders for any use of music. |
| 4 | Content Guidelines | Influencer must not make statements or behave in a way that disparages Brand or brings Brand into disrepute, and must comply with all platform terms. Unless otherwise specified by Brand, Deliverables must not include overtly branded clothing, alcohol, drugs, smoking, swearing or offensive gestures, discriminatory content, political stances, unlicensed third-party content, references to other retailers, or competitor products. |
| 5 | Prohibited Bidding | During the term of this Agreement and for a period of twelve (12) months following termination or expiry for any reason, Influencer shall not, directly or indirectly, bid on, purchase, or otherwise acquire any paid search, paid social, or other paid advertising placements using any of Brand's trademarks, brand names, trade names, product names, or any confusingly similar variations thereof (collectively, "Brand Terms"), including but not limited to: sponsored search keywords or pay-per-click advertising that targets or incorporates Brand Terms; social media advertising audiences, handles, or hashtags associated with Brand; or any advertising placement designed to intercept, divert, or compete with traffic intended for Brand. Any breach of this clause shall be deemed a material breach of this Agreement and shall entitle Brand to seek injunctive relief and/or damages without prejudice to any other rights or remedies available. Termination of this Agreement as a result of such breach shall not affect Brand's right to recover compensation for losses suffered. |
| 6 | Termination | Upon termination, all undisputed invoices for services provided before termination will be paid. Rights and liabilities cease except confidentiality, ownership of work, and Brand usage rights. Influencer must transfer and deliver all Brand property and requested materials in their possession or control. |
| 7 | Influencer Warranties | Influencer warrants follower authenticity, no paid followers, no conflicting obligations, no pending criminal issues as described in the Agreement, originality or licensed basis of all submitted materials, and that rights in Deliverables have not been assigned, licensed, or otherwise encumbered. |
| 8 | Confidentiality | Influencer agrees not to disclose confidential information concerning this Agreement or Brand's business, affairs, customers, clients, or suppliers, except to perform obligations under this Agreement or where required by law. |
| 9 | Assignment | Influencer shall not assign or subcontract rights or obligations under this Agreement without Brand's prior written consent. |
| 10 | Governing Law | This Agreement is governed by the laws of England and Wales, and both parties consent to the exclusive jurisdiction of the English courts. |