These Terms and Conditions (the “Agreement”) govern the provision of influencer marketing and digital marketing services by Algofluence (“Agency”) to the client (“Client”). By engaging our Services, the Client agrees to these terms. In this Agreement, capitalized terms are defined as follows:

1.1.  “Services” means the influencer marketing and related digital marketing services provided by the Agency, including campaign strategy, influencer identification & management, content coordination, and reporting as described in the Proposal or SOW.

1.2.  “Deliverables” means the tangible content or outputs produced by the Agency or contracted influencers under this Agreement (e.g. social media posts, videos, graphics) as set out in the campaign brief.

1.3.  “Campaign” means the marketing campaign to be conducted using the Services, including all related deliverables, timelines and objectives.

1.4.  “Client Content” means any materials provided by the Client (including trademarks, logos, brand assets, copy, images, data) for use in the Campaign.

1.5.  “Intellectual Property Rights” means all intellectual property rights worldwide, including patents, designs, copyrights, trademarks, trade names, domain names, database rights and other proprietary rights (whether registered or not) and all applications, extensions and renewals of such rights.

1.6.  “Confidential Information” means all non‑public commercial, technical or financial information disclosed by one party to the other, whether oral or written, and any other information which a reasonable person would understand to be confidential, including business plans, strategies, customer data, and pricing.

Additional terms used in this Agreement shall have the meanings set out herein or in the Proposal. References to “this Agreement” include these Terms and any Proposal, Order Form or SOW executed by the parties.

Services and Deliverables

2.1.  The Agency shall provide the Services described in the Proposal or Order Form. Our service portfolio typically includes:

• Campaign strategy and planning (audience research, platform selection, scheduling).
• Influencer identification, outreach and negotiation.
• Content coordination and approval (briefing, draft reviews, scheduling posts).
• Media management (paid media budgeting, placement).
• Performance tracking and reporting of campaign metrics.

2.2.  The specific Deliverables (e.g. number and type of social posts, videos) will be set out in the Campaign brief or SOW.

2.3.  All Deliverables must comply with applicable laws and advertising standards. In particular, influencer content will be clearly labeled as advertising (e.g. using “#ad” or platform disclosure tools) in accordance with the UK CAP Code requirement that marketing communications be “obviously identifiable” as such.

2.4.  The Agency and Client shall coordinate so that all creative content meets ASA/CAP Code and CMA guidance on influencer advertising (ensuring proper sponsorship disclosure and no misleading claims).

Client Responsibilities

3.1.  The Client shall cooperate fully with the Agency. The Client will promptly provide all Client Content, brand guidelines, logos, sample products, and other materials necessary for the Agency to perform the Services.

3.2.  The Client will review and approve draft Deliverables within the agreed timeline and shall provide timely feedback and any required revisions. Failure to supply requested assets or feedback may delay the Campaign.

3.3.  The Client represents that all Client Content it provides is owned by the Client or that the Client has obtained all necessary third-party permissions. The Client will ensure that any information or instructions it provides do not infringe third-party rights or violate applicable law.

Fees and Payment Terms

4.1.  The Agency’s fees for the Services (the “Fees”) are as set out in the Proposal or Order Form. Typically, our fee is a fixed management fee plus a performance-based commission of the agreed campaign budget, or otherwise agreed in writing. All Fees are exclusive of VAT or other taxes, which the Client shall pay (at the applicable rate) unless exempt. The Client will also reimburse any reasonable third-party expenses (e.g. paid media spend, talent fees) incurred on behalf of the Campaign, as specified in the Proposal.

4.2.  Payment schedule and milestones will be set out in the Proposal. For example, the Agency may invoice 50% of the Fee on project commencement and the balance on campaign launch or completion. Unless otherwise agreed, payments are due in full within 14 days of the invoice date. All payments must be made in GBP to the Agency’s designated bank account. If the Client disputes any invoice, it must notify the Agency in writing within 7 days of receipt; undisputed amounts remain payable on the original due date.

4.3.  Late payments shall incur interest at the statutory rate under the Late Payment of Commercial Debts Act 1998, which is Bank of England base rate plus 8% per annum (simple interest) from the due date until payment. The Client shall also reimburse the Agency’s reasonable costs of debt recovery as permitted by law. The Agency reserves the right to suspend Services if the Client’s account is overdue by more than 7 days.
Taxes. The Client shall be responsible for all sales, use, value-added or similar taxes or duties (excluding the Agency’s income taxes) arising from this Agreement.

Refunds and Cancellation

5.1.  All Fees paid are non-refundable except as expressly provided herein or required by law. Except where the Agency materially breaches this Agreement, no refunds will be issued.

5.2.  If the Client cancels a Campaign or terminates the Agreement for convenience, the Client shall pay for all Services rendered and irrevocably incurred costs up to the cancellation date, including any non‑recoverable fees paid to influencers or vendors. The Agency may retain any deposits or prepaid Fees to cover its costs. Any remaining prepaid amounts may, at the Agency’s discretion, be refunded, pro‑rated, or held as credit toward future services.

Intellectual Property Rights

6.1.  Unless otherwise agreed in writing, the Client shall retain ownership of all Client Content it provides. The Client grants the Agency a non-exclusive, royalty-free license to use, reproduce and display the Client Content solely for performing the Services. Any materials, concepts or deliverables specifically created by the Agency or its influencers for the Campaign (the “Campaign Content”) are licensed to the Client for use in connection with the Campaign under the terms of this Agreement.

6.2.  The Agency and its influencers (or licensors) retain all copyright and IP in such Campaign Content, but grant the Client a worldwide, perpetual (or time-limited as specified) license to use the Campaign Content for the Campaign’s promotion as set out in the Proposal.
For example, some influencer platform agreements provide that “all right, title and interest (including all Intellectual Property Rights) in Posts will remain held by [the Influencer];” our terms similarly contemplate that Campaign Content remains with its creator unless otherwise transferred. The Agency hereby grants the Client a license to use the Deliverables as expressly permitted. Any reuse or licensing of Deliverables beyond the agreed Campaign (e.g. for additional media, extended durations, or other brands) requires Agency approval and may incur additional fees. The Client shall not remove any copyright, trade mark or confidentiality notices on the Deliverables.

6.3.  The Agency retains ownership of all its pre-existing intellectual property, including proprietary software, methodologies, templates, know-how and processes used in providing the Services. The Client shall not acquire any rights in the Agency’s proprietary IP except as necessary to use the Deliverables for the Campaign. All rights not expressly granted are reserved. Neither party will assert any moral rights in any content to which it has permitted use, except to the extent that such rights cannot be waived under applicable law.

Confidentiality

7.1.  Each party shall keep the other’s Confidential Information strictly confidential and use it only to perform its obligations under this Agreement. Neither party will disclose Confidential Information to any third party except its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations. Exceptions (information already public, known before disclosure, or independently developed, or required to be disclosed by law) shall not be deemed Confidential Information. These obligations survive termination and shall remain in force for five years from disclosure (or longer if required by law).

Indemnity

8.1.  The Client shall indemnify, defend and hold harmless the Agency and its officers, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising from:

(i) any content or instructions provided by the Client that violate applicable law or third-party rights;
(ii) Client’s unauthorized use of the Deliverables outside the scope of this Agreement;
(iii) any violation of advertising or marketing laws attributable to the Client’s materials (e.g. illicit claims in marketing copy). The Agency shall indemnify, defend and hold harmless the Client against any claims arising from Agency’s gross negligence, willful misconduct or breach of its obligations under this Agreement (including IP infringement claims based on Campaign Content supplied by the Agency), to the extent caused by the Agency. Neither party’s indemnity obligations cover the other’s attorney fees except as required by law. Any party seeking indemnity under this clause shall promptly notify the other in writing of any claim and cooperate in its defense.

Non-Solicitation

9.1.  To protect the Agency’s interests, the Client shall not, during the term of this Agreement and for six (6) months after its termination, directly or indirectly solicit, hire, or engage any employee, independent contractor or influencer who has performed Services for the Client under this Agreement, without the Agency’s prior written consent. This restriction excludes general solicitations of employment not specifically targeted at Agency personnel. Any breach of this provision will entitle the Agency to liquidated damages or injunctive relief, as appropriate.

Limitation of Liability

10.1.  Liability Cap:  Except for liability that cannot be lawfully limited (such as fraud, wilful misconduct or death/injury caused by negligence), the Agency’s total aggregate liability to the Client arising out of or in connection with this Agreement (whether in contract, tort, negligence or otherwise) shall not exceed the total Fees paid by the Client to the Agency under this Agreement. If this Agreement is terminated early, the cap shall be the total Fees paid prior to termination.

10.2.  Excluded Damages:  Neither party shall be liable to the other for any indirect, special, incidental, consequential or punitive damages, loss of profit, loss of business or business opportunity, or loss of data, whether or not such damages were foreseeable. This disclaimer applies even if the other party has been advised of the possibility of such damages.

10.3.  Duty of Care:  The Agency will perform the Services with reasonable skill and care. However, except as expressly stated, the Agency makes no warranty that specific results will be achieved. All conditions or warranties that would otherwise be implied by law (whether statutory, common law or otherwise) are excluded to the fullest extent permitted by law. In particular, no representation is made that campaign performance will meet any particular targets unless expressly agreed in writing.
Under English law, limitation-of-liability clauses must be clearly drafted to be enforceable. By agreeing to these terms, each party acknowledges the commercial rationale for these limitations and accepts them as fair allocation of risk.

10.4.  Compliance and Reasonableness:  This clause complies with applicable UK laws, including the Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015. It represents a fair and reasonable allocation of risk between the parties and shall survive termination of this Agreement.

Data Protection and Cookies

11.1.  Both parties shall comply with applicable data protection laws (including UK GDPR and India’s data protection laws).

• Personal data processed by the Agency in connection with the Campaign will be handled in accordance with the Agency’s Privacy Policy. The Client acknowledges that certain personal data may be transferred to or processed in countries outside the UK (e.g. India) for campaign execution. The Agency will implement appropriate safeguards (such as standard contractual clauses or adequacy measures) for any cross-border transfers to ensure compliance with UK GDPR.

• The Agency and Client will each implement reasonable technical and organizational measures to protect personal data. Each party shall promptly notify the other of any data breach affecting the other’s data. Client warrants that any personal data or sensitive information it provides to the Agency has been collected and transferred lawfully, and that it has provided any required privacy notices or obtained consents.

11.2.  By using the Agency’s website or platform, users consent to our use of cookies and related technologies as described in our Cookie Policy. Consistent with the UK Privacy and Electronic Communications Regulations (PECR), we provide clear information on cookies and obtain consent for any non-essential cookies. The Client agrees to comply with all applicable cookie and electronic communication laws for any online content or contests. The Agency’s Privacy Policy and Cookie Policy (hyperlinked) are incorporated by reference and explain our practices in detail.

Termination

12.1.  Either party may terminate this Agreement for material breach by the other party if that breach is not remedied within 30 days of written notice. Material breaches include, without limitation, failure to pay undisputed Fees or gross violation of advertising laws.

12.2.  Either party may also terminate for insolvency or bankruptcy of the other party. Either party may terminate for convenience by giving 30 days’ written notice to the other. In the event of termination, the Client shall pay the Agency all Fees and expenses incurred up to the effective date of termination.

12.3.  Upon termination or expiration of this Agreement,
(a) the Agency will deliver any completed Deliverables to the Client;
(b) the Client will immediately pay any outstanding invoices;
(c) each party will cease using the other’s Confidential Information and Client Content; and
(d) any licenses granted to the Client for Agency content or influencer content shall terminate (unless otherwise agreed). Clauses that by their nature should survive (including Intellectual Property, Confidentiality, Indemnity, Non-Solicitation, Limitation of Liability, Governing Law, and General Provisions) will continue in force after termination.

Force Majeure

13.1.  Neither party will be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, war, terrorism, riot, pandemic, epidemic, civil unrest, governmental action, cybersecurity incidents, labor disputes, natural disasters, fire, or severe weather (“Force Majeure Event”). The affected party must promptly notify the other and make reasonable efforts to resume performance.

13.2.  Performance times will be extended by the duration of the Force Majeure Event. If a Force Majeure Event prevents performance for more than 60 days, either party may terminate the Agreement by written notice. Such termination will not be deemed a breach. (As explained by legal authorities, a force majeure clause gives relief when an event outside a party’s control hinders or delays performance.)

Governing Law and Dispute Resolution

14.1.  This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts. The parties submit to this jurisdiction and waive any objections based on venue. Nothing in this clause prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

Notices

15.1.  All notices under this Agreement shall be in writing and delivered

(a) by hand or by nationally recognized overnight courier,
(b) by first-class registered mail (postage prepaid), or
(c) by email to the addresses set out in the Proposal or as later notified in writing.

Notices sent by hand or courier are deemed received upon delivery; notices sent by registered mail are deemed received five Business Days after posting; notices sent by email are deemed received on confirmation of receipt or on the next Business Day if sent after 5pm UK time.

Variation

16.1.  This Agreement may be amended only by a written document signed by authorized representatives of both parties. No oral modifications are binding. (For example, industry-standard terms require that amendments be in writing and executed by authorized officers.)

Assignment

17.1.  Neither party may assign or transfer its rights or obligations under this Agreement to any third party without the other party’s prior written consent. Any attempted assignment without consent shall be void. Notwithstanding the foregoing, the Agency may assign this Agreement to an affiliate or in connection with a merger or sale of its business, provided the Client is notified.

Severability

18.1.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision will be interpreted or amended to achieve as nearly as possible the original intent, and the remaining provisions will remain in full force and effect. The invalidity of one provision shall not affect the others.

Entire Agreement

19.1. This Agreement, together with the Proposal, any signed Order Form, and any incorporated schedules, constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior agreements, communications and understandings (whether written or oral). Each party acknowledges that it has not relied on any representation or warranty not expressly included in this Agreement. No terms provided by the Client (in purchase orders or elsewhere) shall modify this Agreement unless expressly agreed in writing.

Third-Party Rights

20.1.  No person other than the Client and the Agency (and their permitted successors or assigns) shall have any right to enforce any term of this Agreement under the UK Contracts (Rights of Third Parties) Act 1999 or otherwise. This Agreement is intended for the benefit of the parties only, and no third party shall be entitled to rely on or enforce any provision.

Important: The Client is responsible for ensuring that any influencer content and promotions comply with applicable advertising rules (including ASA/CAP Code disclosure requirements). The Agency will work in partnership with the Client to meet these standards, but ultimate responsibility for compliance with laws and regulations rests with the Client as the promoter of the content.

Privacy and Cookies: For details on how we process personal data and use cookies, please see our Cookies & Privacy Policy. By engaging with our Services, the Client acknowledges having read and understood those policies.

Effective Date: [Date of Proposal/Agreement].

Last updated: [June, 2025].