Influencer Marketing Agreement (England & Wales)

Overview

An influencer marketing agreement governs a paid or in-kind commercial collaboration between a brand (or an agency acting on its behalf) and a content creator who publishes promotional content on social media (Instagram, TikTok, YouTube and similar platforms). In England & Wales, this relationship is shaped by advertising self-regulation and consumer protection law rather than by a single influencer-specific statute. The core legal framework: the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code), enforced by the Advertising Standards Authority (ASA), requires that advertising content is 'obviously identifiable as such' — in practice this means a clear, upfront, unambiguous label such as '#ad' or 'Paid partnership' at the start of a post or video, not buried in a list of hashtags. The Competition and Markets Authority (CMA) separately enforces the underlying consumer protection rules, principally the Digital Markets, Competition and Consumers Act 2024 (which replaced the earlier Consumer Protection from Unfair Trading Regulations 2008 framework for these purposes) — failing to disclose a paid promotion is treated as a misleading omission that can amount to an unfair commercial practice, exposing both the brand and, in appropriate cases, the influencer to CMA enforcement action, including fines. The ASA and CMA have published joint guidance ('An Influencer's Guide to Making Clear that Ads Are Ads') setting out concrete labelling expectations across major platforms. When to use it: for any paid or in-kind collaboration (cash payment, free products, services, or experiences given in exchange for content) between a brand or agency and a content creator engaged to produce and publish promotional content. Parties: the Brand (or the agency acting on the brand's behalf) and the Influencer (an individual or a company through which the influencer contracts). Key clauses: a precise description of the deliverables (number of posts, stories, videos, and the platforms concerned), the publication schedule, a mandatory disclosure clause requiring clear, upfront labelling ('#ad' or 'Paid partnership') on every piece of sponsored content in line with the CAP Code, the fee or in-kind consideration, the scope of usage rights the Brand receives over the content after publication (repost rights, paid amplification, duration of use — this is a licence of intellectual property rights and should be defined precisely rather than left open-ended), any category exclusivity clause limited in time and sector, and content approval rights before publication. Mistakes to avoid: omitting the disclosure clause — failure to label sponsored content as advertising is a compliance failure under the CAP Code and can amount to a misleading commercial practice under consumer protection law, exposing both parties to regulatory scrutiny; relying on an informal message exchange instead of a written agreement, which leaves the scope of the deliverables and the fee open to dispute; and failing to define clearly what the Brand may do with the content after the original post — a frequent source of disagreement when a brand wants to repurpose content in paid advertising beyond the original organic post.