B2B influencer marketing: Scots law and contract clauses

What to take away

How Scottish contract law differs for creator agreements

Scotland has its own legal system. Scots law is not a variation of English law, and the differences show up early in creator deals.

Three features matter most for B2B influencer marketing north of the border. First, Scotland has no doctrine of consideration in the English sense, so a promise can be binding without payment moving between the parties. However, certain obligations, including some gratuitous unilateral obligations, must be constituted in writing under the Requirements of Writing (Scotland) Act 1995. For an expert campaign, record the scope, fee and deliverables in a signed written contract, and do not assume a signature makes unclear terms certain.

Second, the remedy of specific implement replaces specific performance, and courts use it sparingly. Third, third-party rights are governed by the Contract (Third Party Rights) (Scotland) Act 2017, which is narrower than the English equivalent.

What this means in practice

A Glasgow influencer agreement that says nothing about governing law is still a contract. It is simply a contract whose terms a Scottish court will interpret using Scottish rules of construction.

Scots law also treats unilateral promises differently. If a brand publishes a public pledge, for example a bonus for any creator hitting a set engagement figure, that pledge can be enforceable in Scotland without acceptance in the usual sense. Marketing teams should treat public commitments as contractual.

Good faith is not a general implied term in Scots law either, though it appears in specific contexts. Do not assume a Scottish court will read a good faith obligation into a loosely drafted brief.

The clauses that carry the weight

For Scottish expert contracts, the practical levers are the same ones that make commercial contracts safer in any jurisdiction: define the expert's deliverables, review and approval stages, fee and payment terms, and termination rights.

Add a governing law clause. Add a jurisdiction clause. Add a dispute resolution route, whether that is the Sheriff Court, the Court of Session or arbitration under the rules of the Scottish Arbitration Centre.

A worked example

An Edinburgh software firm engages a Glasgow-based cybersecurity expert for a six-part thought-leadership series. The contract is silent on governing law. The expert delivers four pieces and stops. The brand wants the remaining two delivered.

Under Scots law, the brand cannot simply demand specific implement as of right. It must show the obligation is clear and that damages would not be adequate. A court may prefer to award damages for the two missing pieces rather than order performance.

The drafting lesson is blunt: state the remedy you want, and state the law that will give it to you.

Scottish enterprise support around campaign work

Scottish enterprise support may be relevant when a business is planning campaign work. The bodies below offer different forms of support, but they are not a guarantee that a particular campaign or marketing cost will qualify for funding.

Scottish Enterprise is the national economic development agency. It supports growth companies, often through account management rather than open grants, and its remit covers innovation, international trade and investment.

Business Gateway is the local entry point. It offers free advice, workshops and start-up support across every Scottish local authority area, which makes it the first stop for a creator setting up as a sole trader or limited company.

Highlands and Islands Enterprise covers the north and islands. Its support is relevant to creators based outside the central belt, including those working on tourism, food and drink, and outdoor sectors.

How funding interacts with creator contracts

Grant funding usually comes with conditions. A company that receives Scottish Government enterprise funding may have to report on outcomes, keep records, and sometimes match funding from its own resources.

That flows into the creator contract. If a campaign is part-funded, the brand may need delivery evidence, invoices and content records that satisfy the funder. Build those obligations into the creator agreement rather than chasing them afterwards.

The wider supplier base is not small. The official business population estimates 2024 - GOV.UK give the count of UK businesses, including Scottish enterprises, and are worth checking before you size a market or a supplier list.

Where due diligence fits

Before appointing an agency or a creator business, confirm it exists and is who it says it is. That is standard vendor due diligence explained in our companion piece, and it applies with equal force to Scottish suppliers.

For larger campaigns, check whether the supplier is registered for VAT. HMRC rules apply across the UK, so a Scottish creator charging VAT will add it to invoices in the usual way.

Data protection duties for Edinburgh and Glasgow creators

UK GDPR governs how personal data is handled in Scottish campaigns. The UK GDPR (retained Regulation (EU) 2016/679) sets the framework, and it applies to a Glasgow creator with a mailing list in the same way it applies to a London agency.

The ICO is the regulator for the whole of the UK, including Scotland. Its UK GDPR guidance and resources set out the lawful bases, the transparency duties and the rules on international transfers.

The duties that catch creators out

Most creator-side breaches come from three habits: collecting email addresses at events without a lawful basis, sharing a brand's customer list without a written agreement, and running a giveaway that captures personal data with no privacy notice.

Practical steps for a Scottish campaign

The outreach stage is where most campaigns go wrong. Data protection starts with lawful outreach, and that principle holds whether the list was built in Edinburgh or exported from a CRM.

A short checklist before launch

Cross-border contracts between Scottish creators and UK brands

The most common Scottish campaign is not Scotland to Scotland. It is a Scottish creator contracting with a brand based in England, Wales or Northern Ireland.

That creates a choice of law question. The contract can be governed by Scots law, by the law of England and Wales, or by another system. What it cannot do is stay silent and hope.

Choosing the governing law

If the creator is in Glasgow and the brand is in Manchester, either law can apply, provided the choice is genuine and not used to avoid mandatory protections. In consumer-adjacent work, mandatory rules may override the choice.

Jurisdiction is separate from governing law. A contract can be governed by Scots law but heard in an English court. Draft both clauses, and make sure they are consistent.

Enforcement is the practical test. A judgment from a Scottish court is enforceable across the UK, which reduces the risk of choosing Scots law. The bigger risk is drafting a clause that no one can operate.

Where the money and the rules sit

HMRC handles VAT and income tax on influencer payments across the UK. A Scottish creator invoicing an English brand follows the same VAT rules as any other UK supplier, with the place of supply determining the treatment.

Advertising rules are also UK-wide. The ASA administers the CAP Code, and the CMA publishes influencer disclosure guidance. A paid partnership must be disclosed clearly, wherever the parties sit. For expert-led B2B thought leadership, make clear when an expert is paid or otherwise has a material connection to the brand, and ensure factual claims are supportable. Our UK rules and compliance guide covers how disclosure works in practice.

A worked cross-border example

A Glasgow creator signs with a Bristol brand under English law, with exclusive jurisdiction in the courts of England and Wales. The creator later disputes a bonus.

The creator must litigate in England, under English law, even though they live and work in Scotland. Travel, cost and unfamiliar procedure all follow from one clause. If the creator wanted a Scottish forum, the contract had to say so.

Practical clauses for Scottish expert campaigns

Draft for the dispute you may have, not the campaign you hope for. These clauses do the most work in Scottish expert campaigns.

The core clause set

For an expert-led B2B campaign, make sure the agreement covers these eight points:

Verification before signature

Companies House - GOV.UK holds the register for UK companies, and the Companies Act 2006 provides the framework for company verification. Check the registered name, number, status and filing history before you sign.

For a Scottish creator operating as a sole trader, there is no register entry. Ask for a business bank account, a recent invoice and a trading address instead.

Agencies should be checked the same way. A market entry checklist is useful here, because it forces the same questions for every new supplier rather than only the ones you remember.

Red flags in Scottish creator contracts

Watch for a contract with no governing law clause, an unlimited indemnity, an assignment of all intellectual property with no licence back, a payment term beyond 60 days, and a termination clause that only one side can use.

Each of these is fixable at the drafting stage and expensive afterwards. A Scottish solicitor can review a creator agreement for a modest fixed fee, and the cost is almost always lower than a dispute.

What to do this quarter

Audit your template against the clause set above. Add governing law and jurisdiction. Add data processing terms. Verify every new supplier on Companies House. Then brief your Scottish creators on disclosure and data rules in writing, so the obligations are clear before the first post goes live.

Common questions