1. Services Provided by Flooencer
‍Flooencer agrees to provide the following services to the Brand:FLOOENCER LTD
‍Partnership Agreement Standard Terms and ConditionsGoverned by the Laws of England and Wales
These Standard Terms and Conditions ("Terms") govern the provision of influencer marketing services by Flooencer Ltd, a company incorporated in England and Wales ("Flooencer", "we", "us", or "our"), to the Brand identified in the accompanying Partnership Agreement ("Brand", "you", or "your"). Together, the Partnership Agreement and these Terms form a legally binding contract between the parties (the "Agreement").This Agreement is governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or in connection with this Agreement.
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1. Services Provided by Flooencer
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Flooencer agrees to provide the following services to the Brand during the term of this Agreement. All services will be delivered with reasonable skill and care in accordance with the Consumer Rights Act 2015 (where applicable) and in line with applicable professional standards.
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1.1 Monthly Analytics
‍Flooencer shall deliver comprehensive analytics reports each calendar month, detailing campaign performance metrics, audience engagement data, reach and impression figures, and actionable insights from all influencer marketing activities conducted on behalf of the Brand. Reports will be delivered within 10 working days of the end of each calendar month.
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1.2 Quarterly Business Reviews
‍Flooencer will conduct formal Quarterly Business Reviews (QBRs) to evaluate the effectiveness of the Brand's influencer marketing strategy, review progress against agreed objectives, and discuss strategic improvements, channel developments, and forward planning. QBRs shall be conducted via video conference or in person by mutual agreement.
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1.3 Software Access
‍Flooencer shall provide the Brand with complimentary access to all upcoming software platform releases for the duration of the first year of the Partnership Agreement. Access is provided on an "as-is" basis and is subject to Flooencer's platform terms of use. Flooencer reserves the right to modify or update software functionality with reasonable prior notice to the Brand.
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1.4 Influencer Marketing Management
‍Flooencer will manage the Brand's influencer marketing efforts on an ongoing basis, including campaign planning, creator briefing, content approval workflows, scheduling, and post-campaign reporting. All activity will be aligned with the Brand's marketing strategies, brand guidelines, and compliance requirements as communicated to Flooencer in writing.
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1.5 Social Qualified Leads
‍Flooencer will provide lists of Social Qualified Leads (SQLs) generated from campaigns to assist the Brand in targeted marketing efforts. All SQL data provided to the Brand will be sourced lawfully and will comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. The Brand is responsible for ensuring that its subsequent use of any SQL data complies with applicable law.
1.6 Strategic Initiatives
‍Flooencer will collaborate with the Brand to develop and implement strategic influencer marketing initiatives. This includes channel strategy, creator tier recommendations, content themes, audience targeting, and integration with the Brand's broader marketing activities. Strategic recommendations will be informed by campaign data, market insights, and Flooencer's aggregate benchmarking data.
1.7 Aggregate Analytics Insights
‍Flooencer will provide insights derived from aggregate, anonymised campaign data to help guide the Brand's marketing decisions. These insights may include industry benchmarking, content performance trends, and creator audience analysis. All data shared under this clause will be fully anonymised and will not contain personally identifiable information.
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1.8 Content Collaboration, Creative Support, and Compliance
‍Flooencer will collaborate on content creation and provide creative support to enhance campaign effectiveness. All content produced or managed by Flooencer will comply with the UK Advertising Standards Authority (ASA) guidelines, the Committee of Advertising Practice (CAP) Code, and any applicable regulations of the Competition and Markets Authority (CMA) relating to influencer disclosure and transparency. Content will clearly indicate its commercial nature where required by law.
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1.9 Selection of Influencers
‍Flooencer will continuously present the Brand with a curated selection of business influencers from its network, ensuring alignment with the Brand's values, target audience, and campaign objectives. Creator vetting is conducted using publicly available data and information voluntarily provided by creators directly to Flooencer. Flooencer does not rely on third-party scraped data or any data obtained without the knowledge and consent of the individual creator.
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1.10 Monthly Posting from Influencers
‍Influencers managed by Flooencer will publish content on behalf of the Brand no less than once per calendar month per active campaign, as agreed in the relevant campaign strategy document. Posting frequency, platform selection, and content format are subject to the terms agreed in each individual campaign brief. Flooencer will use reasonable endeavours to ensure adherence to agreed schedules, though posting dates may be subject to creator availability and platform scheduling constraints.
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1.11 Management of Influencer Relationships
‍Flooencer will manage all aspects of influencer relationships on behalf of the Brand, including initial outreach, commercial negotiations, briefing, communications, content review, performance monitoring, and conflict resolution. The Brand will not contact managed influencers directly without prior written consent from Flooencer, except where otherwise agreed in the Partnership Agreement.
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2. Term and Termination
2.1 Initial Term
‍This Agreement shall commence on the start date specified in the Partnership Agreement and shall continue for the initial term set out therein. The Agreement will remain in force unless and until terminated in accordance with the provisions below.
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2.2 Renewal Term
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This Agreement shall not automatically renew. Any renewal of this Agreement for a subsequent term shall be subject to the mutual written consent of both parties, executed no later than five (5) days prior to the expiration of the then-current term. In the absence of such written consent, this Agreement shall expire at the end of the current term without further obligation on either party.

2.3 Termination for Breach
‍Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement and (where the breach is capable of remedy) fails to remedy that breach within 30 days of being notified in writing to do so. A material breach includes, but is not limited to, non-payment of fees, breach of confidentiality obligations, or misuse of intellectual property.
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2.4 Termination for Insolvency
‍Either party may terminate this Agreement immediately on written notice if the other party becomes insolvent, enters into administration, receivership, liquidation, or any analogous event under the Insolvency Act 1986 or any equivalent legislation.
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2.5 Effect of Termination
‍Upon termination or expiry of this Agreement for any reason:
(a) all licences granted hereunder shall immediately cease;
(b) each party shall promptly return or destroy the other party's confidential information upon written request;
(c) any outstanding fees for services rendered prior to the termination date shall become immediately due and payable; and
(d) clauses intended by their nature to survive termination including confidentiality, data protection, intellectual property, limitation of liability, and governing law shall continue in full force and effect.
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3. Compensation and Payment
‍The Brand shall compensate Flooencer in accordance with the fees, payment schedule, and terms set out in the Partnership Agreement. All sums are expressed exclusive of VAT, which shall be charged at the applicable rate. Invoices are payable within the period specified in the Partnership Agreement. Flooencer reserves the right to charge statutory interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at a rate of 8% above the Bank of England base rate, from the due date until the date of actual payment.
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4. Data Protection and Privacy
Flooencer takes data privacy seriously and operates in full compliance with applicable UK and EU data protection legislation, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018"). Flooencer is registered with the Information Commissioner's Office (ICO) as a data controller.
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4.1 Data We UseIn the course of providing its services, Flooencer processes only data that falls into one or more of the following categories:(a) Publicly available data — information that creators, brands, or other individuals have made openly accessible on professional or social media platforms;
(b) Data voluntarily provided directly to Flooencer by content creators as part of their onboarding, profile creation, or contractual engagement with Flooencer; or
(c) Data provided by the Brand to Flooencer under this Agreement, which the Brand warrants it is lawfully entitled to share.Flooencer does not purchase, scrape, or otherwise obtain personal data from third-party data brokers without a lawful basis for doing so. All personal data processed by Flooencer is handled in accordance with the data minimisation, purpose limitation, and accountability principles set out in the UK GDPR.
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4.2 Grant of Rights Over Campaign Materials
‍The Brand hereby grants Flooencer a non-exclusive, royalty-free licence to use marketing collateral, campaign materials, and anonymised aggregate data generated from the Brand's campaigns for general marketing, promotional, and benchmarking purposes, including use in presentations, pitch materials, and on Flooencer's website and social media channels.
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4.3 Anonymised Data
‍Flooencer may use anonymised aggregate data derived from the Brand's campaigns in its materials, provided that such data has been rendered incapable of identifying the Brand, its customers, or any individual, in accordance with the ICO's guidance on anonymisation and the UK GDPR. Anonymised data falls outside the scope of data protection legislation and may be used by Flooencer without further restriction, unless the parties agree otherwise in writing.
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4.4 Case Studies and Identifiable Usage
‍Where Flooencer wishes to produce a case study, testimonial, or any other content that references the Brand by name, includes identifiable campaign details, or could reasonably be attributed to the Brand, Flooencer must obtain the Brand's prior written consent before any such publication or use. The Brand retains the right to review, amend, and approve all such content prior to release, and may withhold or withdraw consent at any time with reasonable notice in writing.
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4.5 Data Processing Agreement
‍Where Flooencer processes personal data on behalf of the Brand as a data processor (as defined under the UK GDPR), the parties acknowledge that a separate Data Processing Agreement (DPA) may be required. In such circumstances, the parties agree to enter into a DPA that meets the requirements of Article 28 of the UK GDPR. If no separate DPA has been entered into, Flooencer undertakes to process any such personal data only on the documented instructions of the Brand, and in accordance with all applicable data protection legislation.
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4.6 Duration of Data Rights
‍The rights granted to Flooencer under this Section 4 shall survive the termination or expiry of this Agreement, subject to any written revocation or restriction notified by the Brand with reasonable notice, and subject always to the requirements of applicable data protection legislation.
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4.7 Data Breach Notification
‍In the event of a personal data breach affecting data processed under this Agreement, Flooencer will notify the Brand without undue delay and, where feasible, within 72 hours of becoming aware of the breach, in accordance with the UK GDPR. Flooencer will provide reasonable cooperation and assistance to the Brand in investigating and mitigating the effects of any such breach.
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5. Confidentiality
‍Each party undertakes to keep confidential all information received from the other party in connection with this Agreement that is designated as confidential, or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure ("Confidential Information"). Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except as required by law or by order of a court or regulatory authority of competent jurisdiction. This obligation survives termination of this Agreement for a period of one (1) years.
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6. Intellectual Property
‍All intellectual property rights in pre-existing works, tools, methodologies, and proprietary processes belonging to either party prior to the commencement of this Agreement shall remain vested in the originating party. Intellectual property rights in content created by influencers under campaigns managed by Flooencer shall be governed by the terms of the individual creator agreements. Where campaign materials are created specifically for the Brand, the parties will agree the ownership and licence terms in writing at the time of commissioning. Flooencer retains the right to use anonymised campaign learnings for its own internal development and benchmarking purposes.
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7. Limitation of Liability
‍To the extent permitted by applicable law, Flooencer's total aggregate liability to the Brand under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Brand to Flooencer in the three (3) months immediately preceding the event giving rise to the claim.Neither party shall be liable to the other for any indirect, consequential, special, or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of data, or loss of anticipated savings, arising under or in connection with this Agreement, whether or not such loss was foreseeable or the party had been advised of its possibility.Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which liability cannot be excluded or limited by law.
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8. Compliance with Applicable Law
‍Both parties agree to comply with all applicable laws, regulations, and codes of practice in connection with their activities under this Agreement, including but not limited to:(a) The UK GDPR and the Data Protection Act 2018;
(b) The ASA/CAP Code and CMA guidance on influencer marketing disclosure;
(c) The Consumer Protection from Unfair Trading Regulations 2008;
(d) The Modern Slavery Act 2015; and
(e) The Bribery Act 2010.Flooencer operates a zero-tolerance policy toward bribery, corruption, and modern slavery and requires all partners and creators within its network to adhere to equivalent standards.
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9. General Provisions
9.1 Entire Agreement
‍This Agreement, together with the Partnership Agreement and any documents referenced herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings between the parties, whether written or oral.
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9.2 Variation
‍No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of both parties.
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9.3 Waiver
‍A failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.
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9.4 Severance
‍If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
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9.5 Force Majeure
‍Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by events beyond that party's reasonable control, including but not limited to acts of God, pandemic, flood, fire, war, governmental action, or failure of third-party telecommunications networks. The affected party shall promptly notify the other in writing and take all reasonable steps to mitigate the impact.
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9.6 Notices
‍All notices under this Agreement shall be in writing and delivered by email (with confirmed receipt) or by recorded post to the addresses set out in the Partnership Agreement. Notices delivered by email shall be deemed received on the next business day following transmission, provided no delivery failure notification is received.
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9.7 Governing Law and Jurisdiction
‍This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
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