1. Parties
This Agreement ("Agreement") is between Mifu Ltd ("Mifu") and you, the "Influencer."
2. Engagement & Relationship
- You act as an independent contractor, not an employee, agent, or partner of Mifu or any Brand.
- You are responsible for your own taxes, insurance, and compliance with applicable laws.
3. Campaign Addenda
- Each campaign is governed by a separate Campaign Addendum, detailing deliverables, timelines, fees, and licence terms.
- If the Addendum is silent, the default licence granted to the Brand is: non-exclusive, royalty-free, worldwide, for 12 months from approval.
4. Compensation & Payment
- Payment Source: Influencer fees are funded from Brand subscription and campaign spend.
- Default Rule: 100% of the campaign fee is payable to you on completion and approval of deliverables.
- Partial/Staged Payments: For high-value campaigns, staged payments may be agreed in the Campaign Addendum.
- Timing: Payments are made within 30 days of Brand approval, subject to Mifu having successfully received payment from the Brand.
- Currency & Method: Payment will be in GBP (£) to your nominated account. You are responsible for bank/transfer fees.
5. Deliverables & Approval
- You must provide deliverables as specified in the Campaign Addendum.
- Deliverables require Brand approval before publication.
- Reasonable revisions may be requested to meet campaign requirements.
6. Intellectual Property
- You retain copyright in your content.
- Upon approval, you grant Mifu and the Brand a licence as specified in the Campaign Addendum (or default licence above).
- You warrant your content is original and does not infringe third-party rights.
7. Compliance & Content Standards
- You must comply with applicable advertising laws (ASA, CAP Code, CMA, FTC, etc.) and platform rules (Instagram, TikTok, etc.).
- Posts must include required disclosures (e.g., #ad, #sponsored).
- Content must not be unlawful, misleading, offensive, discriminatory, or harmful to Mifu or Brand reputation.
8. Confidentiality
All campaign briefs, materials, and data are confidential. This obligation survives termination.
9. Liability & Indemnity
- Your liability is capped at the campaign fee, except in cases of wilful breach or infringement.
- Neither party is liable for indirect or consequential losses.
- You indemnify Mifu and the Brand against claims from unlawful or infringing content you create.
10. Termination
- Agreement applies per campaign.
- Either party may terminate as set out in the Campaign Addendum.
- If terminated before submission, no fee is due.
- If terminated after submission and approval, payment remains due.
11. Payments Linked to Brand Subscriptions
- You acknowledge that Mifu's ability to pay influencers depends on successful collection of Brand subscription and platform fees.
- Mifu will use reasonable efforts to secure Brand payment promptly.
- If a Brand defaults, Mifu will notify you and may delay payment until funds are received.
- Mifu is not obliged to advance payments where Brand payment has not been secured, unless otherwise agreed in writing.
12. Governing Law & Jurisdiction
This Agreement is governed by the laws of England & Wales, unless otherwise agreed in a Campaign Addendum. Disputes default to the courts of England & Wales unless both parties agree otherwise.