UGC Creator Agreement (UK)

UGC CREATOR AGREEMENT

This UGC Creator Agreement (the “Agreement”) is dated [effective date] and is made between:

(1) [brand full legal name] of [brand registered or trading address] (the “Brand”); and

(2) [creator full legal name] of [creator address] (the “Creator”).

Each a “Party” and together the “Parties”.

In this Agreement, “Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales; and “Content” means the photographs, videos, raw footage, edited cuts, captions, voiceovers and other deliverables described in the Schedule, and any revisions of them produced under this Agreement.

1. ENGAGEMENT, DELIVERABLES AND APPROVAL

1.1 The Brand engages the Creator, and the Creator accepts the engagement, to produce the Content described in the Schedule. The Creator may apply their own creative judgement (lighting, framing, on-camera delivery, music selection subject to Clause 6, editing style) provided the Content meets the specifications in the Schedule.

1.2 The Creator will deliver the first cut of the Content by [initial submission deadline]. Within [approval period (business days)] Business Days of receipt the Brand will either approve the submission in writing or send a single, consolidated set of written change requests; failing which the submission is deemed approved. The Creator will provide [number of complimentary revision rounds] complimentary round(s) of revisions per piece of Content; further revisions or any reshoot will be charged at the Creator’s standard rates.

2. FEES AND PAYMENT

2.1 The Brand will pay the Creator a fee of [total fee (gbp)] (excluding VAT) (the “Fee”): (a) [deposit percentage]% on signature; and (b) the balance within [final payment period (days)] days of the Brand’s written approval of the final Content under Clause 1.2. VAT (where applicable) is payable in addition against a valid VAT invoice.

2.2 If the Brand fails to pay any undisputed amount on its due date, statutory interest and the relevant fixed sum under the Late Payment of Commercial Debts (Interest) Act 1998 will accrue until paid.

3. INTELLECTUAL PROPERTY AND USE RIGHTS

3.1 Ownership. The Creator owns all intellectual property rights in the Content. The Brand acquires only the licence rights expressly granted by this Clause 3.

3.2 Organic Licence. The Creator grants the Brand a non-exclusive, royalty-free, sub-licensable licence to use, reproduce, edit (within the limits of Clause 3.5), display, distribute and publish the Content on the Brand’s owned channels (website, owned social-media accounts, email, in-store displays) without time limit, for the Brand’s marketing and communications purposes.

3.3 Paid-Advertising Licence. The Creator additionally grants the Brand a non-exclusive, royalty-free, sub-licensable licence to use the Content in paid digital advertising on [permitted paid-ad channels] within [licence territory] for [paid-ad licence period]. This includes boosted posts, in-feed advertising and retargeting.

3.4 Whitelisting. If the Schedule indicates whitelisting is permitted, the Creator will give the Brand (or its nominated agency) the platform-level permissions necessary to run paid advertising from the Creator’s handle (for example, Meta Branded Content Ad permission, TikTok Spark Ads code, or equivalent) for the Paid-Ad Licence Period only. The Brand will revoke or allow such permissions to lapse at the end of that period and will not change the Creator’s account credentials, post organic content from the Creator’s handle, or use the permissions for any campaign other than the one described in the Schedule.

3.5 Permitted Edits and Moral Rights. The Brand may make minor edits to the Content (cropping, colour correction, captioning, addition of brand logos, music substitution, platform-specific reformatting). The Brand will not (a) materially alter the Creator’s appearance or voice, (b) place the Content in a defamatory, obscene, politically partisan or hate-speech context or in advertising for gambling, tobacco, alcohol, weapons or adult products unless agreed in writing, or (c) use the Content to suggest the Creator endorses a product not the subject of this Agreement. To the extent necessary to give effect to the licences and edits permitted by this Clause 3, the Creator irrevocably waives the moral rights conferred by Chapter IV of the Copyright, Designs and Patents Act 1988 in the Content. This waiver is given by way of an instrument in writing signed by the Creator for the purposes of section 87 of that Act.

3.6 Conditional on Payment; Creator Reuse. All licences in this Clause 3 are conditional on payment of the Fee in full. The Creator may continue to use the Content on the Creator’s own social-media accounts, portfolio and showreel, including after termination, provided the Creator does not publicly disparage the Brand.

4. PERSONAL IMAGE, VOICE AND PERSONAL DATA

4.1 The Creator consents to the Brand’s use of the Creator’s name, voice, image, likeness and any social-media handle that appears in the Content, solely as part of the Brand’s use of the Content under Clause 3 and within the same territory and channels. The Brand will not use the Creator’s name, image, likeness or voice separately from the Content (for example, on stand-alone press, packaging or outdoor advertising) without the Creator’s further written consent.

4.2 The Brand will process the Creator’s personal data (name, contact details, payment details, and the image/voice within the Content) as a controller in accordance with the UK GDPR and the Data Protection Act 2018. No processor relationship is created by this Agreement; if circumstances change, the Parties will sign a separate data processing addendum before any such processing begins.

5. ADVERTISING DISCLOSURE

5.1 Whenever the Creator publishes any of the Content (or any teaser, behind-the-scenes or related post that references the Brand or its products) on the Creator’s own accounts, the Creator will ensure each post is obviously identifiable as a marketing communication, in accordance with rule 2.1 of the UK CAP Code and the Advertising Standards Authority and Competition and Markets Authority guidance on hidden advertising. The Creator will use plain wording such as “Ad”, “#Ad”, “Advertisement” or “Paid partnership with [brand]” at the start of the post (not buried in hashtags), in addition to any platform-native paid-partnership tag.

5.2 Any factual claim the Creator makes about the Brand’s products in the Content must reflect the Creator’s honest opinion or experience. The Creator will not make health, safety, financial, earnings or environmental claims unless pre-approved by the Brand in writing. The Parties will each comply with applicable consumer protection law, including Part 4 of the Digital Markets, Competition and Consumers Act 2024 (in force from 6 April 2025) and the unfair commercial practices listed in Schedule 20 to that Act.

6. CREATOR WARRANTIES

6.1 The Creator warrants that: (a) it has full authority to enter into this Agreement; (b) the Content is the Creator’s original work or properly licensed to the Creator; (c) the Content does not and will not infringe any third party’s intellectual property, image rights, privacy or rights of confidentiality; (d) any music in the Content is created by the Creator, licensed for commercial and paid-advertising use, or drawn from a platform commercial-music library cleared for paid use (and not from a platform’s consumer-only music library); (e) any third-party trade marks, logos, branded products or other identifiable persons appearing in the Content have been disclosed to the Brand in writing and are properly cleared (with releases obtained from any other identifiable person on terms consistent with Clauses 3 and 4); and (f) if the Creator uses generative artificial-intelligence tools to create any element of the Content, the Creator will tell the Brand in writing before delivery, and use of the tool complies with its commercial terms of service.

6.2 The Brand warrants that any Brand Materials, claims or talking points it provides are accurate and substantiated, and that any product it provides to the Creator complies with applicable consumer protection and product safety law.

7. LIMITATION OF LIABILITY

7.1 Nothing in this Agreement limits or excludes either Party’s liability for: (a) death or personal injury caused by negligence, as required by section 2(1) of the Unfair Contract Terms Act 1977; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

7.2 Subject to Clause 7.1, neither Party will be liable for any indirect, special or consequential loss, or for any loss of profits, revenue, goodwill, anticipated savings or opportunity. Each Party’s total aggregate liability is limited to the greater of (a) the total Fees paid or payable under this Agreement, or (b) [liability cap floor (gbp)]; save that the cap does not apply to (i) the Brand’s obligation to pay undisputed Fees, or (ii) any liability under Clause 7.1.

8. TERMINATION

8.1 Either Party may terminate this Agreement on written notice to the other at any time before the Creator’s first delivery under Clause 1.2; the Brand will pay any deposit already invoiced and no further sum is due.

8.2 If the Brand terminates this Agreement after the Creator has begun work but before the Brand has approved the final Content, the Brand will pay the Creator a kill fee of [kill fee percentage]% of the Fee (less any deposit already paid, but never less than the deposit). The licences in Clause 3 do not come into force, and the Brand will not use any draft Content.

8.3 Either Party may terminate this Agreement immediately by written notice if the other Party (a) commits a material breach not remedied within 10 Business Days of written notice; or (b) becomes unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986 if a company, or section 268 of that Act if an individual), enters administration, liquidation, an individual or company voluntary arrangement, or has a bankruptcy petition presented or order made against it.

8.4 On termination or expiry: (a) the Brand will pay all undisputed amounts owing (and the kill fee, if applicable); (b) all licences in Clause 3 cease save for any specific use already commenced and reasonably needed to wind down (limited to 30 days); (c) the Brand will revoke or allow to lapse any whitelisting permissions granted under Clause 3.4; and (d) on the other Party’s written request, each Party will promptly return or irretrievably destroy the other’s confidential information (including drafts and unreleased product information), revoke all access to the other’s systems, accounts and shared drives, and certify in writing that it has done so. Clauses 3.1, 3.6, 4, 6, 7, 8.4 and 9 survive.

9. GENERAL

9.1 The Creator provides the Content as an independent contractor and not as an employee, worker, agent or partner of the Brand. The Creator is responsible for the Creator’s own tax and National Insurance.

9.2 Notices must be in writing and are validly given by email to [notices email address of the brand] (for the Brand) or to [notices email address of the creator] (for the Creator), with confirmation of delivery.

9.3 This Agreement (including the Schedule) is the entire agreement between the Parties on its subject matter and supersedes all earlier proposals, briefs and discussions. Each Party acknowledges that it has not relied on any statement or representation not set out in this Agreement. Nothing in this Clause limits or excludes liability for fraudulent misrepresentation.

9.4 No variation is effective unless in writing and signed by both Parties (electronic signature is sufficient). The Creator may not assign or sub-contract this Agreement without the Brand’s prior written consent. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary, and the rest of the Agreement remains in effect. This Agreement may be executed in counterparts, including by electronic signature.

9.5 This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.

SIGNATURES

FOR THE BRAND

Signed by:

Name: [signatory name of the brand]

Title: [signatory title of the brand]

Date: [signature date of the brand]

FOR THE CREATOR

Signed by:

Name: [signatory name of the creator]

Title: [signatory title of the creator]

Date: [signature date of the creator]

SCHEDULE — KEY TERMS AND BRIEF

Part A — Commercial Terms

Effective Date: [effective date]

Brand legal name and address: [brand full legal name] — [brand registered or trading address]

Brand notices email: [notices email address of the brand]

Creator legal name and address: [creator full legal name] — [creator address]

Creator notices email: [notices email address of the creator]

Total Fee (GBP, ex VAT): [total fee (gbp)]

Deposit on signature: [deposit percentage]%

Final payment period: [final payment period (days)] days from approval

Initial submission deadline: [initial submission deadline]

Approval period: [approval period (business days)] Business Days

Complimentary revision rounds: [number of complimentary revision rounds]

Permitted paid-ad channels: [permitted paid-ad channels]

Licence Territory: [licence territory]

Paid-Ad Licence Period: [paid-ad licence period]

Whitelisting permitted? (Yes / No): [whitelisting yes or no]

Kill fee: [kill fee percentage]% of the Fee

Liability cap floor: [liability cap floor (gbp)]

Part B — Content Brief

Brand product or service: [brand product or service description]

Pieces, format and runtime: [format specifications (e.g. 3 vertical videos, 15-30s, native to tiktok)]

Mandatory talking points: [mandatory talking points]

Mandatory product features visible: [mandatory product features]

Do-not list: [do-not list (e.g. no competitor mentions, no medical claims)]

Required disclosure wording: [required disclosure wording (e.g. "ad" or "paid partnership with [brand]")]