Rules and ethics
Part of B2B influencer marketing: UK disclosure laws
Nine clauses that make B2B influencer marketing commercial contracts safer
Nine clauses that decide who carries risk in B2B influencer marketing commercial contracts, from disclosure duties to usage rights and termination.
What to take away
- The commonest mistake is treating the contract as a price sheet. Most disputes begin with disclosure duty, not money.
- Nine clauses cover the ground, starting with scope and disclosure and ending with payment and data.
- UK advertising rules bind the commissioning brand as well as the creator, so indemnities should run both ways.
- This list is general guidance for England; Scotland, Wales and Northern Ireland differ in places.
- Take advice from a qualified adviser on your own facts before signing.
How to apply this list
Does the clause qualify?
Does it change who bears cost, risk or legal duty?
include it in the nine
leave it out
This list is written for England. The advertising framework covers the UK, but court procedure and some contract terms differ in Scotland, Wales and Northern Ireland. Wales shares the courts of England and Wales, so civil procedure is largely the same, but Welsh legislation can apply. Northern Ireland is a separate jurisdiction with its own courts and procedure.
For the wider statutory picture, our UK rules and compliance guide shows how the CAP Code and regulator expectations sit around a commercial brief.
The nine clauses, grouped by risk type
Carried by if silent
- Scope and content
- Shared
- Payment and exit
- Creator
- Data and reporting
- Brand
Fallback
- Scope and content
- Cap revisions at two rounds; price extra rounds separately.
- Payment and exit
- 50 per cent on signature; 50 per cent on approval; late interest.
- Data and reporting
- Reporting template and retention period.
Scope and content clauses
- Scope of work.Name the channels, formats and volume. A loose brief invites extra invoices for work the creator assumed was excluded. Sample: Three LinkedIn posts monthly for six months.
- Deliverables and deadlines.Set dates, draft stages and who approves. Silent deadlines turn into disputed invoices. Sample: Draft due 10 days before publication; approval within three days.
- Disclosure and labelling.Require clear ad labels on every paid post. The Consumer Protection from Unfair Trading Regulations 2008 prohibit misleading commercial practices, and the brand that commissioned the post is exposed alongside the creator. The ASA's non-compliant online advertisers list names advertisers it has found non-compliant, which is why disclosure wording belongs in the contract. The brand should carry primary disclosure liability; the indemnity should run both ways. The brand indemnifies the creator for claims caused by the brief; the creator indemnifies the brand for claims caused by undisclosed edits or unapproved posts. Sample: Brand approves final disclosure wording; each party indemnifies the other for its own breach.
- Approval and amendments.State the number of revision rounds included and define what counts as a new brief. Sample: Fee includes two revision rounds; extra rounds at day rate.
- Intellectual property and usage.Licence content for a fixed period, territory and channel. Paying single-post fees for perpetual worldwide rights is a common gap. Typical organic licences run 12 months; paid media licences often run 3 to 6 months. Sample: 12-month UK organic licence; 3-month paid media rights.
Payment, exit and data clauses
- Exclusivity and competitors.CAP the category and the duration. Wide exclusivity blocks other income and pushes the fee up. Sample: No competing software brands for 30 days.
- Payment terms.Tie payment to milestones rather than campaign results, and state the rate that applies to late payment. The statutory default in England is 8 per cent above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. Sample: 50 per cent on signature; 50 per cent in 30 days; late interest at 8 per cent above base.
- Termination and takedown.Fix notice periods and say what happens to live posts after the contract ends. Sample: 30 days' notice; takedown within 7 days.
- Data and reporting.Agree who holds audience data and what the creator reports back. Campaigns that reach US consumers also sit under FTC enforcement, where notices of penalty offenses set out the conduct the commission has determined unlawful, including deceptive endorsements. Sample: Monthly report with reach, engagement and audience location.
Glossary
- Scope of work
- channels, formats and volume.
- Usage licence
- reuse limited by time, territory and channel.
- Exclusivity
- no work with named competitors for a set period.
- Indemnity
- promise to cover the other party's losses.
- Takedown
- removal of live content after the contract.
Common questions
Who is liable if a creator fails to label a paid post?
Both sides can be. The brand commissions the promotion, so it carries responsibility under UK advertising rules even when the creator writes the caption. Contracts should allocate that risk openly.
Do US rules apply to a UK campaign?
They can. Where content reaches US consumers, the Federal Trade Commission's endorsement guidance applies, so global briefs need disclosure wording for both markets. If you want the working document, our B2B influencer marketing disclosure policy sets out the labelling and approval steps behind these clauses.
