Standard Terms
Brand Campaign Agreement and Insertion Order. These terms are incorporated by reference into each campaign's signed Deal Sheet or Insertion Order.
CAMPAIGN AGREEMENT dated [date] between Tenacity Sponsorships Ltd, a company registered in England and Wales with company number 17555045, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (“Agency”), and [brand legal name] of [address] (“Brand”).
1. Structure
The Agency arranges sponsored content with creators it represents (each a “Creator”) and agrees each campaign's scope and terms with the Brand on the Creator's behalf. Each campaign is set out in an Insertion Order (“IO”) in the form annexed, which forms part of this Agreement once signed by the Brand, the Agency and the Creator. The Creator is responsible for producing the deliverables and is paid its fee by the Brand directly; the Agency is responsible for arranging and managing the campaign and invoices its own fee separately. The Agency does not contract as principal for the Creator's work and does not receive or hold the Creator's fee.
2. Deliverables, approvals and publication
2.1 The Creator will produce the deliverables in the IO.
2.2 The Brand receives one draft-review round: the draft is supplied by the date in the IO and the Brand may request reasonable revisions consistent with the agreed brief within 5 business days, after which the draft is deemed approved.
2.3 Publication occurs in the window stated in the IO.
2.4 Creative style and wording remain the Creator's, within the brief; claims about the product are limited to those the Brand has substantiated in writing.
3. Disclosure and compliance
All content will be identified as advertising in accordance with applicable rules (in the UK, the CAP Code as enforced by the ASA), including an ‘Ad’ identifier, platform paid-promotion declaration and upfront disclosure. The Brand will not request publication without such disclosure and warrants that product claims supplied by it are accurate and substantiated.
4. Content standards
Paid segments will comply with the Agency's content standards, including a music-free requirement where the IO specifies one. The Brand confirms that the product and brief do not involve gambling, betting or lotteries; raffles, loot boxes or gacha mechanics; interest-based lending, credit, buy-now-pay-later, neobanks or trading and investing apps; conventional insurance; cryptocurrency; alcohol; dating; adult content; the music industry; non-halal meat; or any other category notified by the Agency as excluded, and that the Brand does not sell women's clothing.
5. Fees and payment
5.1 The IO states the Creator's fee and the Agency's fee separately; together they are the “Fee”. The Agency's fee is 20% of the Fee.
5.2 Unless the IO states otherwise, the Brand pays the Creator's fee to the Creator directly, against the Creator's invoice and on the schedule stated in the IO, and the Agency invoices its fee separately once the Deliverables are published, payable within 14 days of invoice.
5.3 The Agency does not charge interest on late payment. If an invoice is paid late, its issuer may recover the fixed compensation for late payment and reasonable costs of recovery as permitted by law.
5.4 Usage rights, exclusivity and performance bonuses are payable as additional fees per the IO, split between the Creator's fee and the Agency's fee in the same proportion.
5.5 Fees are exclusive of VAT and other applicable sales taxes, which will be added where required by law, and are payable without set-off in the currency stated in the IO.
6. Cancellation
6.1 If the Brand cancels an IO: before production begins — 25% of the fee is payable; after a draft is supplied — 50%; after draft approval — 100%. Sums already paid count toward these amounts. These amounts are payable to the Creator and the Agency in proportion to their fees.
6.2 If the Creator fails to deliver, the Brand may elect either a replacement creator of comparable audience proposed by the Agency or a refund of sums paid for the undelivered Deliverables; this is the Brand's exclusive remedy for non-delivery, subject to clause 10.1.
7. Usage rights and IP
The Creator retains ownership of the content. The Brand receives the licence stated in the IO. Unless expressly purchased in the IO, the licence covers the content remaining on the Creator's channel and organic resharing by the Brand with credit; paid amplification, whitelisting, or use in the Brand's own advertising requires the usage-rights add-on in the IO and is limited to the term stated there. The Brand grants the Agency and the Creator a non-exclusive licence to use its name, trade marks and supplied assets solely to create, publish and (where purchased) amplify the Deliverables.
8. Exclusivity
No exclusivity applies unless purchased in the IO. Where purchased, exclusivity is limited to the product category, duration and platforms stated.
9. Non-circumvention
9.1 For 12 months after the later of introduction and the last completed IO with a given Creator, the Brand will not engage that Creator (directly or through another agent) for paid promotion without the Agency.
9.2 If it does, the Brand will pay the Agency a fee equal to 20% of the sums paid or payable to that Creator in that engagement, which the parties agree is a genuine pre-estimate of the Agency's loss and not a penalty.
9.3 The Brand will notify the Agency of, and refer to it, any approach by that Creator to the Brand within that period.
10. Liability, confidentiality, general
10.1 Each party's liability under this Agreement is capped at the fees paid or payable under the relevant IO; neither party is liable for indirect or consequential loss. Nothing limits liability for fraud.
10.2 Each party will keep the other's non-public information confidential.
10.3 Either party may terminate for material breach unremedied 14 days after notice; clauses 5–7, 9 and 10 survive.
10.4 Entire agreement; variations in writing; England and Wales law and exclusive jurisdiction.
10.5 This Agreement and any IO may be executed in counterparts, including by electronic signature.
Insertion Order (annex — one page per campaign)
| IO number / date | [ ] |
|---|---|
| Brand | [ ] |
| Creator / channel | [completed on signature] |
| Deliverable(s) | [60–90s integration / dedicated video / short], count [ ] |
| Key messages (substantiated) | [ ] |
| Tracked link + promo code | [supplied by Agency] |
| Draft due | [ ] |
| Publication window | [ ] |
| Fees | [currency] · Creator's fee [ ] · Agency's fee (20% of the total) [ ] · Total [ ] |
| Add-ons | usage rights [term / fee], exclusivity [category / days / fee], performance kicker [terms] |
| Payment | Creator's fee: paid by the Brand to the Creator on the Creator's invoice [schedule] · Agency's fee: invoiced by the Agency once the content is live, payable within 14 days |
| Music-free segment | [yes / no] |
| Special terms | [ ] |
Signed for the Agency: ______________ Date: ______ · Signed for the Brand: ______________ Date: ______ · Signed for the Creator: ______________ Date: ______