Terms And Conditions For Influencer Management Agencies

Maya runs a small influencer management agency in Auckland. She helps a fitness creator negotiate a paid campaign with a supplement brand, chases the brand for payment, and helps plan the content calendar.

Three months later, the brand contacts the creator directly for a follow-up campaign. The creator says Maya's agency wasn't involved this time, so no commission is payable. The brand says it owns the content and wants to keep running the creator's videos as ads. Nobody is quite sure what the agreement says.

This is exactly where clear influencer agency terms earn their keep. A good influencer management agreement in NZ should make commissions, exclusivity, approvals, payment flows and content rights clear before the first brief lands in your inbox.

What Should An Influencer Management Agreement Cover?

Your influencer management agreement should cover the commercial relationship between your agency and the creator, including what you do, how you get paid, when commission applies, and what happens if the relationship ends.

In practice, your creator management agreement should usually cover:

• Your services: for example, sourcing brand deals, negotiating fees, reviewing briefs, coordinating deliverables, invoicing, collecting payment, managing approvals and providing career strategy.
• Commission: your percentage or fixed fee, what income it applies to, whether GST is added, and when you can deduct it.
• Payment flow: whether the brand pays your agency first, the creator first, or each party separately.
• Exclusivity: whether you're the creator's sole manager for certain categories, platforms, territories or types of work.
• Approvals: who can approve briefs, pricing, creative concepts, scripts, posting dates and changes requested by a brand.
• Brand deal rules: how campaigns are accepted, rejected, cancelled or varied.
• Content rights: who owns content, what brands can use, and whether paid media or whitelisting is allowed.
• Disclosure obligations: how sponsored content must be labelled so it isn't misleading.
• Confidentiality: how rates, campaign terms, brand contacts and unreleased products are protected.
• Term and termination: how long the agreement runs, how either side can end it, and what commission still applies afterwards.

The best agreement isn't just a template with a commission clause dropped in. It should match how your agency actually works, because an agreement that says one thing while your day-to-day process says another can be hard to rely on later.

Do You Need Different Terms For Creators And Brands?

Yes, you usually need separate terms for creators and brands because each relationship carries different risks.

Your creator collaboration agreement is about representation and management. It sets out your authority, commission, exclusivity and how opportunities are managed.

Your brand partnership agreement or campaign terms are about campaign delivery. They set out deliverables, fees, payment dates, usage rights, approval rounds, cancellation rules and compliance obligations.

Creator-Facing Terms

Your creator-facing terms should make it clear whether you're acting as the creator's manager, agent, booking representative or service provider. This affects what you can agree to on their behalf.

For example, if you want to sign off a campaign price or accept a booking without asking the creator each time, your agreement should say that clearly. If you need written approval before committing the creator, say that too.

You should also be clear about whether the creator can negotiate with brands directly. If they can, your terms should explain when they still need to tell you and whether commission is payable.

Brand-Facing Terms

Your brand-facing terms should protect your agency from being stuck in the middle if a campaign goes wrong.

For example, your terms can say:

• the brand must provide a clear brief, mandatory talking points and product information by a set date;
• the brand is responsible for checking legal and regulatory claims about its product;
• approval requests must be reasonable and made within agreed timeframes;
• the brand can't use creator content beyond the agreed licence; and
• late payment may delay posting or trigger other rights under the agreement.

This is especially useful where you manage several creators on one campaign. Without brand-facing terms, your agency may have to absorb delays, extra revisions or disputes over content usage that were never priced into the deal.

How Should Commission And Payment Flows Work?

Your commission agreement terms should say exactly what you're paid on, when you're paid, and who handles the money.

Brand deal commission terms are often where agencies and creators get into trouble, not because anyone acted in bad faith, but because the agreement was too vague.

Start by defining gross revenue or net revenue. If your commission is 20%, is that 20% of the full campaign fee, or 20% after production costs, platform fees, affiliate deductions, courier costs or GST? The answer should be written down.

You should also specify whether commission applies to:

• cash fees paid by brands;
• contra or gifted products;
• affiliate commissions and discount code revenue;
• performance bonuses;
• usage fees, paid media fees and whitelisting fees;
• appearance fees and event fees; and
• licensing or syndication income.

Payment flow is just as important. There are a few common options.

Option 1: The Brand Pays Your Agency

This is often the cleanest option for management agencies. The brand pays your agency, you deduct your commission, then you pay the creator their share.

If you use this model, your agreement should cover:

• when you'll invoice the brand;
• when the creator will be paid after cleared funds arrive;
• whether you can deduct chargebacks, refunds, bank fees or unrecovered costs;
• what happens if the brand pays late or doesn't pay; and
• whether you hold funds on trust or simply receive and remit funds under your commercial agreement.

Be careful with how you describe money handling. If client money arrangements are central to your model, get tailored advice so the wording matches what you actually do.

Option 2: The Brand Pays The Creator

This can work, but your terms need a clear process for your commission. For example, the creator might have to pay your invoice within 7 days after receiving the brand's payment.

You may also want audit rights or reporting obligations for affiliate income, usage fees and repeat bookings, especially if the creator receives money directly.

Option 3: Split Invoicing

Some brands prefer paying the creator and agency separately. This can reduce your cash handling, but it can also make your commission harder to track unless the brand-facing agreement supports it.

Whatever model you choose, make sure your tax treatment, GST wording and invoicing process are checked with your accountant.

Can You Charge Commission On Repeat Brand Deals?

Yes, you can charge commission on repeat brand deals if your agreement clearly allows it and the arrangement is reasonable for the work you did.

This is one of the most important clauses in a talent management contract in NZ. Agencies often introduce a creator to a brand, negotiate the first campaign, and build the relationship. If the brand then books the creator again directly, you may expect commission. The creator may not.

Your agreement should spell out when a repeat deal is connected to your agency's work. For example, commission might apply where:

• you introduced the creator to the brand;
• you negotiated or substantially assisted with the first campaign;
• the repeat deal is with the same brand, a related company or the same agency acting for that brand;
• the repeat deal happens during the agreement term; or
• the repeat deal happens within a set period after the agreement ends.

That last point is sometimes called a tail period. It can be helpful, but it shouldn't be wider than you need. A clause that tries to capture every future deal with every brand forever is more likely to create pushback and may be harder to justify.

A practical example might be a 6 month tail for brands you introduced during the management term. The right period depends on your industry, your role in generating the opportunity and the creator's bargaining position.

Your agreement should also say whether commission applies if the brand changes the campaign format. For example, a creator might do an Instagram Reel first, then later agree to TikTok posts, paid usage, event appearances or affiliate promotions. If you want those to count as repeat brand deals, say so clearly.

Who Owns The Content And Usage Rights?

Copyright ownership depends on the type of content and the circumstances. In New Zealand, the creator may own copyright as the author, but for some commissioned works such as photographs, films and sound recordings, the person who commissions and pays for the work may be the first owner unless the contract says otherwise. Your agreement should clearly state who owns the content and what licence the brand receives.

Copyright in New Zealand is governed by the Copyright Act 1994. For influencer campaigns and UGC creator arrangements, the big question isn't only ownership. It's what the brand is allowed to do with the content.

Your brand-facing terms should be very specific about usage rights. For example:

• Platforms: Instagram, TikTok, YouTube, the brand's website, email marketing or other channels.
• Duration: whether the brand can use content for 30 days, 3 months, 12 months or longer.
• Territory: New Zealand only, Australia and New Zealand, worldwide, or another region.
• Organic use: reposting to the brand's social channels or website.
• Paid media: boosting posts, running ads, dark posts or paid social campaigns.
• Whitelisting: running ads through the creator's account or handle.
• Editing rights: cropping, adding captions, translating, cutting down or combining content with other material.
• Exclusivity: whether the creator can work with competing brands during or after the campaign.

Paid usage should usually be priced separately from organic posting, because it gives the brand much more value and can affect the creator's image, audience trust and future brand deals.

You should also check whether any third-party material is included in the content, such as music, fonts, stock images, locations, products, artworks or other people's appearances. If a platform licence doesn't allow commercial advertising use, the brand may not be able to use the content in paid ads.

If your agency creates content strategy, edits videos or provides creative direction, your own IP should also be covered. Your terms can say whether the creator or brand can use your pitch decks, concepts, campaign structures or creative materials outside the specific deal.

What Disclosure And Approval Rules Should Your Terms Include?

Your terms should require creators and brands to make sponsored content clear, accurate and not misleading.

In New Zealand, the Fair Trading Act 1986 prohibits misleading and deceptive conduct in trade. The Advertising Standards Authority Codes also expect advertising to be clearly identifiable, including influencer advertising.

For your agency, this means your agreements should require proper disclosure for paid partnerships, gifted products, affiliate links and other commercial arrangements. Common disclosure wording might include clear labels such as ad, advertisement, paid partnership or another label that makes the commercial relationship obvious to the audience.

Avoid vague labels that a viewer might not recognise as advertising. If disclosure is buried at the end of a long caption or hidden among many hashtags, it may not be enough.

Your approval process should also be practical. Set out:

• how briefs are approved;
• how many revision rounds are included;
• how long the brand has to approve content;
• what happens if the brand misses an approval deadline;
• whether the creator can reject changes that affect authenticity, style or legal compliance;
• who is responsible for product claims, health claims, price claims or availability claims; and
• what happens if content needs to be corrected or removed.

If a brand gives the creator claims about a product, the brand should stand behind those claims. For example, if a skincare brand tells a creator to say a product treats acne, your terms should require the brand to confirm that claim is accurate, substantiated and lawful.

If you collect personal information through campaign reporting, giveaways, email signups or creator analytics, the Privacy Act 2020 may also apply. Your terms and privacy processes should cover what information is collected, who can access it, how it's used, and what happens if there's a notifiable privacy breach.

Can Your Agency Use Exclusivity Or A Restraint?

Yes, but exclusivity and restraint clauses should be carefully limited so they protect your agency without going further than needed.

Exclusivity can be useful in brand ambassador arrangements, or where you invest time into a creator's career and need confidence that brand opportunities will run through your agency. It can also help brands avoid conflicts, such as a creator promoting two competing beverage brands in the same week.

Good exclusivity clauses usually define:

• which platforms are covered;
• which industries or product categories are covered;
• whether the creator can keep existing brand relationships;
• whether unpaid collaborations are included;
• how brand conflicts are checked and approved; and
• how long exclusivity lasts after the agreement ends, if at all.

Be careful with broad restraints that stop a creator from working with any brand, on any platform, for a long period. If a clause is too broad, it may be difficult to enforce and may damage the relationship.

You should also think about contractor status. Many creators will be independent contractors running their own business, not employees. From 2026, New Zealand's Employment Relations Act 2000 changes include a contractor gateway test that can help determine contractor status where certain conditions are met, including a written agreement and genuine freedom around work. If your agreement heavily controls when, how and for whom a creator can work, get tailored advice on whether the contract matches the real working arrangement.

For agencies, the practical point is simple: call the relationship what it really is, and make sure the agreement reflects the day-to-day reality.

Common Mistakes To Avoid

The most common mistake is leaving important commercial terms to email threads and DMs.

That might feel easier at the start, especially when everyone is moving quickly, but it can become messy once a brand asks for extra usage, a creator wants to leave, or a repeat campaign appears.

Watch out for these common issues:

• No clear authority: your agency negotiates with brands, but the creator later says you weren't authorised to accept the deal.
• Vague commission wording: the agreement says commission applies to brand deals, but not affiliate income, paid usage, gifting or repeat bookings.
• No late payment process: the creator expects payment as soon as they post, even though the brand hasn't paid your invoice.
• Usage rights are too broad: the brand keeps using content in paid ads long after the creator expected the campaign to end.
• No approval deadlines: the brand delays feedback, then blames the creator for missing the posting date.
• Disclosure is treated casually: sponsored content isn't labelled clearly, creating Fair Trading Act and advertising standards risk.
• Exclusivity is unclear: the creator accepts a competing brand deal because the category wasn't properly defined.

A solid set of influencer agency terms won't prevent every awkward conversation, but it gives you a clear starting point when something changes.

Key Takeaways

• Your influencer management agreement should cover commission, payment flow, approvals, exclusivity, termination and post-termination commission.
• You usually need separate creator-facing and brand-facing terms because each relationship creates different risks.
• Repeat brand deal commission should be written clearly, including any tail period and what counts as a connected deal.
• Content ownership and usage rights need careful wording, especially for paid media, whitelisting and editing rights.
• Sponsored content must be clear and not misleading under the Fair Trading Act 1986 and relevant advertising standards.
• Exclusivity can protect your agency, but it should be targeted and consistent with the real working relationship.

If you'd like help with your creator management agreements, brand-facing campaign terms, commission clauses and content usage rights, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.