UK brand deals: contract clauses and due diligence

What to take away

What the CMA expects from influencers and the brands that pay them

The Competition and Markets Authority is the UK's competition and consumer regulator. It enforces rules against misleading advertising, including paid promotion on social media. Its guidance says a commercial relationship must be obvious to the audience, not buried in hashtags or a bio link.

For a creator, that means labelling a post as an ad before the audience engages with it. For a brand, it means not asking for quiet disclosure or a vague tag. The Competition and Markets Authority - GOV.UK publishes guidance and takes enforcement action where ads mislead consumers.

The old framework sits in the Consumer Protection from Unfair Trading Regulations 2008. Those rules ban misleading actions and omissions in commercial practices. A paid post that looks like a genuine recommendation can breach them.

The Consumer Protection from Unfair Trading Regulations 2008 were replaced for commercial practices from 6 April 2025 by Part 4 Chapter 1 of the Digital Markets, Competition and Consumers Act 2024, which now applies to conduct and to contracts that encourage non-disclosure.

The Advertising Standards Authority covers ad content, but the CMA covers the commercial practice behind it. A brand can face both routes. The practical effect is that disclosure is not a creative choice. It is a condition of doing the deal.

Influencers sometimes argue that a gift or a discount is not payment. The CMA looks at the whole relationship. If the brand controls the message and gets a commercial benefit, the audience should know.

How the Digital Markets, Competition and Consumers Act 2024 changes enforcement

The Digital Markets, Competition and Consumers Act 2024 gives the CMA stronger consumer protection powers. It can decide that a commercial practice is unfair without going to court first. It can also impose penalties directly. The Digital Markets, Competition and Consumers Act 2024 covers consumer protection and online advertising, including influencer marketing.

Those penalties change the risk calculation. For a large brand, that is a board-level issue. For a small agency, it can be existential. Enforcement can also include requiring changes to practices and redress for consumers.

The Act also addresses fake reviews and other misleading online practices. That matters for brand deals because a paid endorsement is a form of review. If the audience cannot tell it is paid, the practice can be treated as misleading.

The CMA has published 'Hidden ads: Influencer's guide' and 'Social media endorsements: being transparent with your followers'. The CMA expects brands to have systems that prevent non-disclosure, not just a policy on paper. That expectation flows into contract terms and payment terms.

For creators, the change is practical. A brand that asks you to keep the ad quiet is asking you to take on regulatory risk. The contract should reflect that.

Contract clauses that follow from CMA compliance expectations

A compliant brand deal contract should deal with disclosure in plain terms. It should say who is responsible for the label, what form it takes, and when it must appear. It should also say what happens if the platform changes its tools.

Key clauses include:

These clauses are not just legal boilerplate. They decide who carries the regulatory risk. If the contract says the creator must disclose, but the brand controls the edit, the brand may still be liable. A clear clause on contract terms that set them can prevent that argument.

Disclosure wording should be specific. "Ad" or "Advertisement" at the start of a caption is safer than a buried hashtag. For video, a spoken or on-screen label at the start is stronger than a description link. The contract should say which method is required.

Deliverables should be measurable. Instead of "one Instagram post", specify the format, the length, the posting window and the minimum time live. That makes payment milestones easier to define.

Approval clauses should have a deadline. If the brand does not respond within a set number of working days, the content is deemed approved. That stops a campaign stalling and protects the creator's cash flow.

Usage rights should be priced separately. If the brand wants to run the content as a paid ad, that is a different use from an organic post. The contract should say whether that is included or costs extra.

Exclusivity should be narrow. A broad clause that stops a creator working with a whole sector can be worth more than the fee. It should name the competitors and the period.

Termination should cover regulatory breach. If the CMA investigates, both sides need to know who cooperates and who bears the cost. A clause that makes the brand responsible for disclosure systems is common in well-drafted deals.

Payment terms, milestones and late-payment terms in brand deals

Payment terms in UK brand deals often follow a simple split: a deposit, a delivery payment and a final payment after the content goes live. The exact split depends on the size of the deal and the risk each side carries.

A common structure has three stages: a deposit on signature, a delivery payment on approval of the content, and a final payment once the post is live and has stayed live for the agreed period. There is no standard percentage split; the shares are negotiated for each deal.

These are not fixed rates. They are a starting point for negotiation. The key is that each payment is tied to something the creator controls or can verify. A payment that depends on the brand's internal approval with no deadline is a risk.

Late-payment terms should be explicit. State the payment period, for example 30 days from invoice, and what happens if it is missed. A late fee, interest or a right to pause further deliverables can all be included. For business-to-business contracts, the Late Payment of Commercial Debts (Interest) Act 1998 sets out rights on late payment. Without a term, the creator has to chase.

Milestones should match the deliverables. If the brand wants three videos, the schedule should have three delivery points. If the brand wants a live event, the schedule should separate the appearance fee from the content fee.

Usage rights and exclusivity can be paid as separate milestones. If the brand extends the licence, that triggers a further payment. If the brand wants exclusivity for six months, that can be paid monthly or as a lump sum.

For agencies, the payment schedule should say who pays the creator. If the agency is the contracting party, the creator should know whether the agency or the brand carries the payment risk. That is a question of business models decide who carries the risk.

Due diligence on brands and agencies before you sign

Before signing, check who you are dealing with. A brand may be a known name, but the contracting entity could be a subsidiary or a new company. An agency may be a middleman with no assets.

Companies House is the official register of UK companies. It shows the registered name, address, directors and filing history. The Companies House - GOV.UK record can reveal late accounts, a recent name change or a dormant company. That is basic vendor due diligence.

Check the following:

If the brand is overseas, check the UK entity or the parent. If there is no UK entity, ask for a parent guarantee or payment upfront. That is not distrust; it is risk management.

For agencies, ask for client references and a standard contract. A good agency will have terms that mirror the CMA expectations. If the agency cannot explain who is responsible for disclosure, that is a warning.

Check the brand's own compliance history. A brand that has been warned by the CMA or the ASA may be more likely to push disclosure boundaries. That is a risk you can price or avoid.

Evidence and record keeping that keeps a brand deal defensible

If the CMA or the ASA asks questions, the brand and the creator need to show what was agreed and what was published. That means keeping the brief, the contract, the approval emails and the final content.

Keep these for at least two years after the campaign ends. The CMA can investigate historic conduct, and the ASA can act on complaints long after a post is live. If the content is deleted, keep a record of when and why.

For creators, a simple folder per brand deal is enough. Name it with the brand and the campaign date. Store the contract and the disclosure instructions together. If the brand changes the brief, save the new version.

For brands, the record should show that disclosure was required and checked. A checklist in the contract, signed by both sides, is strong evidence. It shows the brand did not ask for hidden ads.

If a dispute arises, the payment schedule and the evidence pack work together. The schedule shows what was due; the evidence shows what was delivered. That combination makes a brand deal defensible.

Common questions