Effective Date: 14-Jun-2024
Last Updated: 11-Oct-2025
This Influencer Agreement (Agreement) is made between you (Influencer) and Social Chameleon Limited, a company registered in England and Wales (Company No. 13012065), trading in Australia through its Australian office at Tower 2, Level 20 201 Sussex Street, Sydney NSW 2000 (Agency).
1. Interpretation
In this Agreement, unless the context requires otherwise:
1.1 Brand means a client of the Agency providing products for a specific Campaign.
1.2 Campaign means the promotional activity the Influencer participates in, as outlined in the Briefing Email.
1.3 Briefing Email means the email sent by the Agency before each Campaign setting out the Campaign details, including products, posting requirements, hashtags and deadlines.
1.4 Campaign Assets means the content the Influencer has agreed to produce (e.g. posts, stories, videos) for the Campaign.
1.5 Deliverables means the Campaign Assets and related performance data (e.g. reach, impressions, engagement metrics).
1.6 Confidential Information means all non-public information relating to the Agency or Brand, including Campaign details, product information, creative briefs, pricing, and any other information identified as confidential.
1.7 Platform means any social media platform, including Instagram, TikTok, YouTube or Facebook.
2. Term
This Agreement starts when the Influencer confirms participation in their first Campaign and continues until terminated in accordance with Clause 18.
3. Scope of Work
By accepting a Campaign, the Influencer agrees to:
3.1 Promote the agreed products on the relevant Platforms from the date they are received.
3.2 Deliver the Campaign Assets within 10 days of receiving the products (or as otherwise stated in the Briefing Email).
3.3 Provide post metrics to the Agency within 7 days of request.
4. Remuneration
4.1 In consideration for participation, the Influencer will receive the products outlined in the Briefing Email.
4.2 No monetary payment or additional consideration will be provided unless agreed in writing.
4.3 The products are provided as gifts, and the Influencer is responsible for complying with any applicable Australian tax obligations related to gifted items.
5. Performance & Conduct
The Influencer agrees that:
5.1 Campaign Assets will not contain defamatory, misleading, or inappropriate content.
5.2 All posts must comply with:
5.2.1 the relevant Platform’s terms of use,
5.2.2 all applicable Australian advertising and consumer laws, and
5.2.3 the Australian Influencer Marketing Council (AiMCO) Code of Practice and AANA Code of Ethics, including clear disclosure (e.g. “#ad”, “#gifted”).
5.3 The Influencer must not post or share any content that:
5.3.1 could damage the reputation of the Brand, its products, or the Agency;
5.3.2 contains offensive or discriminatory material; or
5.3.3 breaches any third-party rights.
5.4 The Influencer must not make or share any negative comments about the Brand, its products, or the Campaign on any Platform, online forum, or in the media.
5.4.1 If the Influencer has a negative experience with a product, they must discuss it privately with the Agency before posting.
5.4.2 The Agency may confirm in writing that the Influencer is not required to post about that product.
5.5 Upon written request, the Influencer must remove or edit any content that the Agency reasonably considers non-compliant with this Agreement.
6. Confidentiality
6.1 The Influencer must keep all Confidential Information strictly confidential and not share it with any third party without written consent.
6.2 Confidential Information may only be used for the purpose of performing obligations under this Agreement.
6.3 These confidentiality obligations continue for 3 years after the end of the Agreement.
7. Intellectual Property
7.1 The Influencer retains ownership of their own content and likeness.
7.2 The Influencer grants the Agency and the Brand a royalty-free, non-exclusive, perpetual, worldwide licence to use, reproduce and display the Campaign Assets for promotional purposes across digital and social media.
7.3 The Agency and Brand may adapt or edit the content (e.g. crop, resize, reformat) while maintaining the Influencer’s integrity.
8. Warranties
8.1 They have the legal right and authority to enter into this Agreement.
8.2 All content created is original and does not infringe any third-party rights.
8.3 They have not used artificial means (e.g. bots or fake followers) to inflate engagement or reach.
9. Termination
9.1 Either Party may terminate this Agreement for any reason with 7 days’ written notice.
9.2 The Agency may terminate immediately if:
9.2.1 the Influencer fails to deliver agreed content on time;
9.2.2 breaches this Agreement or any applicable law; or
9.2.3 engages in conduct that, in the Agency’s reasonable opinion, could harm the Brand or Agency’s reputation.
9.3 If terminated for breach, the Influencer must return or reimburse the retail value of the gifted products if they fail to produce agreed deliverables.
10. Indemnity & Liability
10.1 The Influencer indemnifies the Agency and Brand against any loss, damage or claim arising from:
10.1.1 any breach of this Agreement;
10.1.2. any unlawful or misleading content posted; or
10.1.3 any third-party rights infringed by their content.
10.2 The Agency’s total liability under this Agreement is limited to AUD $100.
11. Governing Law & Jurisdiction
This Agreement is governed by the laws of New South Wales, Australia, and the Parties submit to the exclusive jurisdiction of the courts of New South Wales.
12. Miscellaneous
12.1 This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreement or discussion.
12.2 Any variation must be made in writing.
12.3 If any part of this Agreement is held unenforceable, the remainder will continue in full force.
