Influencer Terms & Conditions
1. About
1.1 Urban Paws Agency (company number 12823048) (the “Agency”) is a company registered in England and Wales with its office at VO14 @ Baltic Creative, 49 Jamaica Street, Liverpool, L1 0AH. It operates the website www.urbanpawsagency.com
1.2 For general enquiries, please call 0208 161 6556 or email info@urbanpawsagency.com
1.3 For talent enquiries, please email talent@urbanpawsagency.com
1.4 For influencer enquiries, please email info@urbanpawsinfluencers.com
1.5 The Agency communicates via emails, text, phone calls and/or WhatsApp.
2. Background
2.1 The Agency is the UK’s leading animal talent agency in the business of supplying pets and animals to industry professionals, including but not limited to film producers, television studios, theatre productions, PR agencies and in-house marketing teams.
2.2 You (hereinafter referred to as the “Animal Handler”) wish to appoint the Agency to act as the sole and exclusive agent for both you and your animal/pet (hereinafter referred to as the “Animal Talent”) in the Northwest of England (within a 40-mile radius).
2.3 The Agency agrees to act as the sole and exclusive agent for both the Animal Handler and the Animal Talent in the Northwest of England (within a 40-mile radius), in accordance with the terms and conditions set out below and the specifications set out in any associated document, including but not limited to, the ‘Urban Paws House Rules’.
3. Appointment of Agency
3.1 The Animal Handler appoints the Agency to act as the sole and exclusive agent for both the Animal Handler and the Animal Talent in the Northwest of England (within a 40-mile radius).
3.2 This appointment will run indefinitely unless and until terminated earlier in accordance with clause 10 of this agreement.
3.3 The Agency will use reasonable endeavours to:
(a) actively promote the Animal Talent, which includes creating and distributing promotional materials, maintaining an online presence, and showcasing the Animal Talent to clients/potential clients of the Agency (hereinafter referred to as the “Client”);
(b) identify appropriate and lucrative opportunities for the Animal Talent. This includes, but is not limited to, campaigns, photoshoots, film, television, live appearances, and any other engagements suitable for the Animal Talent’s profile and skills;
(c) engage in negotiations and discussions with the Client to secure work for the Animal Talent, acting as the primary intermediary for such engagements. Notwithstanding the foregoing, the Animal Handler may, upon receiving prior written approval from the Agency, directly engage in negotiations and discussions with the Client under circumstances where such involvement is deemed beneficial for securing work for the Animal Talent;
(d) negotiate the terms and conditions of engagements on behalf of the Animal Handler and Animal Talent, including but not limited to compensation;
(e) oversee the preparation and execution of all contractual documentation related to the Animal Talent’s engagements;
(f) serve as the primary point of contact between the Client and the Animal Handler. The Agency will, unless agreed otherwise, coordinate all aspects of the Animal Talent’s engagements;
(g) provide ongoing support and consultation to the Animal Handler, offering guidance on career development, training, and opportunities for growth and exposure in the industry; and
(h) manage all financial aspects related to the Animal Talent’s engagements, including invoicing, collection of payments, and disbursement of earnings to the Animal Handler after deducting the agreed-upon Agency commission.
3.4 The Agency and the Client reserve the right to select or change the Animal Talent at any stage of a campaign without obligation or liability for usage. In the event of a change of Animal Talent by the Agency or the Client, the Animal Handler may receive a reduced fee.
3.5 Notwithstanding the foregoing efforts and commitments, the Agency cannot guarantee that the Animal Talent will be selected for a campaign or any engagement put forward by the Agency. The process of selection remains at the discretion of the Client. While the Agency commits to using reasonable endeavours to inform the Animal Handler of the outcome of any selection process, it is acknowledged that due to various circumstances, including but not limited to client preferences, confidentiality requirements, or rapid decision-making processes, it may not always be possible to provide detailed feedback or inform the Animal Handler of the outcome immediately or at all.
4. Exclusivity
4.1 During the term of this agreement, the Animal Handler will not appoint any other pet agency, company or individual, located in the Northwest of England (within a 40-mile radius), to represent the Animal Handler and/or the Animal Talent in the capacity of agent. This shall include, but is not limited to, database agencies.
4.2 The Animal Handler must inform the Agency if they or the Animal Talent is registered with any other pet agency, company or individual in the Northwest of England (within a 40-mile radius). Failure to do so will be regarded as a material breach, and the Agency shall be entitled to terminate this agreement in accordance with clause 10.2(a), and the Animal Talent will be removed from the roster in accordance with clause 11.1(a).
5. Animal Handler’s Obligations
5.1 Upon execution of this agreement, or earlier, if possible, the Animal Handler agrees to promptly furnish the Agency with photographs, videos, a showreel, a comprehensive biography, a detailed description of the Animal Talent (including but not limited to experience, skills, and any other pertinent attributes), project samples and any additional materials as requested by the Agency (hereinafter referred to as the “Promotional Materials”). Additionally, the Animal Handler is required to provide an enrolment pack containing all relevant statistics and engagement data pertaining to the Animal Talent’s social media platforms. Upon receiving the Promotional Materials and the enrolment pack, the Agency reserves the right, at its sole discretion, to feature the Animal Talent on its website. However, the decision to do so and the timing thereof shall be governed solely by the Agency’s internal policies and considerations. It is important that the Animal Handler possesses proper authorisation for use of any Promotional Materials that have been produced by or are the property of a third party.
5.2 Upon request by the Agency, the Animal Handler agrees to provide seasonal content featuring the Animal Talent. This may include, but is not limited to, photographs, videos, and other media content relevant to specific seasons, holidays, or themed promotions as specified by the Agency. The Animal Handler agrees to furnish such content in a timely manner, adhering to any guidelines or deadlines provided by the Agency.
5.3 During the term of this agreement, the Animal Handler will:
(a) promptly refer to the Agency any and all third party enquiries received by the Animal Handler concerning the services of the Animal Talent;
(b) refrain from entering into any discussion or negotiation with any third party for the provision of Animal Talent services;
(c) promptly refer to the Agency all enquiries from the media and other third parties received by them relating to this agreement, the Agency, or the Animal Talent;
(d) promptly respond to all communications from the Agency, including but not limited to emails, WhatsApp messages, and phone calls, as soon as reasonably possible or within a maximum timeframe of 48 hours. Failure to respond within this stipulated period on 3 separate occasions shall grant the Agency the right to terminate this agreement in accordance with clause 10.2(a) and to remove the Animal Talent from the Agency’s roster in accordance with clause 11.1(a);
(e) communicate directly with their allocated booker unless otherwise agreed;
(f) promptly notify the Agency of any instances where the Animal Talent is unable to undertake engagements, whether due to holidays, work commitments, or any other reason, enabling the Agency to accordingly update the availability calendar. Should the Animal Handler neglect to inform the Agency of the Animal Talent’s unavailability on 3 separate instances, the Agency shall reserve the right to terminate this agreement in accordance with clause 10.2(a) and remove the Animal Talent from the roster in accordance with clause 11.1(a);
(g) be responsible for obtaining and maintaining appropriate licenses for the Animal Talent, which shall include the Animal Activity Licence for those hiring out horses;
(h) ensure that the Animal Talent is adequately insured;
(i) upon request from the Agency, submit any requested photographs and videos of the Animal Talent within a 12-hour window. Failure to meet this requirement may lead to the exclusion of the Animal Talent from the respective campaign shortlist;
(j) adhere to any social media/posting guidelines provided by the Agency concerning campaigns involving the Animal Talent. Failure to comply with such guidance or instructions may result in non-payment of fees, reduction of fees, termination of this agreement in accordance with clause 10.2(a), and/or removal of the Animal Talent from the Agency’s roster in accordance with clause 11.1(a);
(k) if required to post content on social media, provide post insights to the Agency within 24 hours of posting. All posts must include the Client handles and any requirements the Client has made. Non-compliance may result in non-payment of fees, reduction of fees, termination of this agreement in accordance with clause 10.2(a), and/or removal of the Animal Talent from the Agency’s roster in accordance with clause 11.1(a); and
(l) if required to do so by the Agency, provide the Agency with social media statistics and engagement data relating to the Animal Talent’s social media profiles. The Agency reserves the right to terminate this agreement in accordance with clause 10.2(a) and remove the Animal Talent from its roster in accordance with clause 11.1(a) if the provided engagement metrics are insufficient or decline.
5.4 During the term of this agreement, the Animal Handler will not:
(a) disclose, share, or publish any photographs, videos, or any other materials from any campaign featuring the Animal Talent without obtaining the Agency’s prior written consent. This includes, but is not limited to, sharing on social media platforms (such as Facebook, Instagram, Twitter, TikTok), websites, blogs, online forums, or any digital sharing spaces;
(b) discuss what they have been paid with other animal/pet owners registered with the Agency or any other agency;
(c) contact the Agency after 6pm unless in the case of an emergency, or unless otherwise agreed between the parties.
5.5 It is the Animal Handler’s responsibility to keep the Agency informed of any and all changes concerning contact information (including address, phone numbers, and email), banking details, the appearance or health of the Animal Talent, or any other pertinent changes. Failure to promptly update the Agency on these changes may result in the termination of this agreement in accordance with clause 10.2(a) and the removal of the Animal Talent from the Agency’s roster in accordance with clause 11.1(a).
5.6 The Animal Handler must wait at least 45 days before contacting the Agency regarding the release of materials related to a campaign involving the Animal Talent.
5.7 The Animal Handler will carry out its obligations in good faith, to a professional standard and to the best of their ability and will act in good faith at all times in their dealings with the Agency.
6. Intellectual Property Rights
6.1 The Animal Handler, in their capacity as content creator, maintains full ownership over all intellectual property rights in the creations generated or related to the Animal Talent’s services under this agreement. This includes, without limitation, all photographs, videos, digital content, and social media posts (collectively referred to as the “Contribution”) produced by the Animal Handler.
6.2 The Animal Handler shall also retain ownership of all intellectual property rights in the Promotional Materials.
6.3 The Animal Handler grants to the Agency a fully paid-up, worldwide, royalty-free and exclusive licence in perpetuity, to use, display, distribute, publish, and permit others to use, display, distribute and publish the Contribution and the Promotional Materials.
6.4 The Animal Handler recognises that the Agency has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contribution and the Promotional Materials.
6.5 The Animal Handler grants the Agency permission to film or photograph the Animal Talent and to use, alter, or modify the resulting images or footage in any medium worldwide. The Animal Handler waives any right to inspect or approve the finished product or its application.
7. Warranties and Indemnity
7.1 The Animal Handler warrants, represents and undertakes to the Agency that:
(a) they have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
(b) the Contribution and the Promotional Materials will be wholly original to them or otherwise provided with all necessary authorisations or licenses. Furthermore, the Contribution and the Promotional Materials will not infringe the copyright or any other rights of any third party;
(c) the Contribution and the Promotional Materials will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;
(d) the rights they have granted to the Agency are vested in the Animal Handler absolutely and they have not previously assigned, licensed or in any way encumbered them and they agree not to do so in the future; and
(e) they will not make any pejorative statement relating to the Agency in public, on social media, to the press or elsewhere, nor without the Agency’s prior written approval make any public statement disclosing or commenting on anything relating to the Agency’s business or affairs.
7.2 The Animal Handler shall indemnify the Agency against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Agency arising out of or in connection with any third party claims or any action, adjudication or decision taken against the Agency by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 7.1.
8. Fees, Commission and Expenses
8.1 There is no cost for the Animal Handler and/or the Animal Talent to join the Agency and be featured on the Agency website. However, a one-off payment of £40+VAT for website maintenance and administration will be deducted from the Animal Handler’s first job payment.
8.2 A commission fee of 30% will be deducted by the Agency from the total payment due to the Animal Handler for services rendered by the Agency relating to said campaign.
8.3 In instances where the Agency incurs overtime while facilitating the campaign, the costs of such overtime (as agreed between the Agency and the Client), will also be deducted from the final payment due to the Animal Handler.
8.4 Should the Animal Talent fail to meet the requirements or fulfil the brief of the campaign, the Agency reserves the right to adjust and reduce the final fee payable to the Animal Handler accordingly.
8.5 While the Agency endeavours to process payments promptly, the Animal Handler acknowledges that the payment of the final fee may take anywhere from 8 to 12 weeks following the conclusion of the campaign. This is contingent on the receipt of payment from the Client to the Agency.
8.6 The Agency shall not be liable for any delays in the payment to the Animal Handler. Should the Animal Handler not receive payment within 45 days from the completion of the campaign, they are entitled to initiate contact with the Agency for follow-up. The Animal Handler agrees to refrain from making any contact regarding payment before this 45-day period has elapsed.
8.7 The Animal Handler hereby confirms that they are self-employed and solely liable for all VAT, income tax and national insurance (where applicable) due in respect of their engagement under this agreement and shall indemnify the Agency and keep the Agency indemnified against any proceeding in respect of any non-payment by them in respect of any VAT, income tax, national insurance or other monies (where applicable) that may fall due to be paid by the Animal Handler.
8.8 Any payment made to the Animal Handler under this agreement shall be deemed full and final.
8.9 Should the Animal Handler request information pertaining to a previous payment, the Agency reserves the rights to charge a nominal admin fee for dealing with such request.
8.10 Notwithstanding the foregoing provisions, in the event that the Client fails to make payment to the Agency, or in cases where the Client is declared insolvent, goes into liquidation, is wound up, or faces similar financial hardships, the Agency shall not be held liable for the payment of any fees to the Animal Handler. The Animal Handler acknowledges and agrees that their entitlement to a fee is contingent upon the successful receipt of payment from the Client to the Agency. In such circumstances, the Agency will exert reasonable efforts to recover the payment from the Client, but the Animal Handler understands that the Agency’s obligation to pay the fee is subject to and conditional upon the actual receipt of the corresponding payment from the Client.
8.11 The Animal Handler will be reimbursed by the Agency for any pre-approved expenses incidental to this agreement, including but not limited to travel, accommodation and per diem costs, upon the submission of valid receipts.
8.12 After a campaign, the Animal Handler must submit valid VAT travel receipts or mileage documentation.
9. Limitation of Liability
9.1 The Agency shall have no liability to the Animal Handler for:
(a) loss of publicity or loss of opportunity to enhance the Animal Talent’s reputation, even if the Agency or the Client delays or abandons the Animal Talent’s services;
(b) any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss; or
(c) any personal injury, illness or death caused or suffered in connection with the Animal Handler’s and/or the Animal Talent’s engagement under this agreement except to the extent it is caused by the Agency’s negligence and recoverable on that ground following the judgment of a competent court.
10. Termination
10.1 Either party shall be entitled to terminate this agreement on 7 days written notice.
10.2 The Agency shall be entitled to terminate this agreement on written notice with immediate effect if the Animal Handler:
(a) is in breach of any material obligation, representation or warranty contained in this agreement, not limited to those set out at clauses 5 and 7;
(b) declines a job offer on 3 or more occasions; or
(c) has committed a crime or has become involved in any situation or activity, which tends in the reasonable opinion of the Agency to expose the Agency to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public, or reflects unfavourably on the Agency’s reputation, goods or services. The Agency’s decision on all matters arising under this clause shall be conclusive.
11. Consequences of Termination
11.1 On termination of this agreement:
(a) the Animal Talent will be removed from the Agency’s roster;
(b) the Agency will, at its sole discretion, remove any and all content related to the Animal Talent, including but not limited to the Promotional Materials, from the Agency’s website and social media platforms;
(c) at the request of the Agency, the Animal Handler will cease to associate themselves with the Agency and shall remove references to the Agency from any online/social media profiles related to the Animal Handler and/or the Animal Talent;
(d) neither party will have any further obligation to the other under this agreement except as expressly provided in this agreement;
(e) the Agency shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and
(f) where applicable, the Agency will remain entitled to all rights granted or assigned to it under this agreement.
11.2 If after termination of this agreement the Animal Handler is approached by, or asked to work with, a client of the Agency, the Animal Handler will not enter into negotiations with that client but will refer them to the Agency to discuss the matter and negotiate terms.
12. Remedies
12.1 The Animal Handler acknowledges that in the event of any breach of any of the terms of this agreement by the Agency, the Animal Handler’s sole remedy will be an action at law for damages. Under no circumstances will the Animal Handler be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect the Agency’s ability to exploit its rights under this agreement, including but not limited to, the Agency’s right to use the Contribution and the Promotional Materials. Furthermore, the Animal Handler shall not be entitled to enjoin or restrain the exhibition, exploitation and/or broadcast of any campaign in which the Animal Talent, or photographs or footage of the Animal Talent features.
12.2 Without prejudice to any other rights or remedies that the Agency may have under this agreement, the Agency shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this agreement by the Animal Handler.
13. Confidentiality
13.1 The Animal Handler undertakes that they will not at any time during (or after) this agreement, disclose to any person any confidential information, whether commercial, financial, technical, operational, know-how or otherwise, concerning the business, affairs, customers, clients, suppliers, employees, staff, operations, tactics, intentions or methods of the Agency.
13.2 The Animal Handler may disclose the Agency’s confidential information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 The Animal Handler shall not use the Agency’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
14. Data Protection
14.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
14.2 The Agency will collect and process the Animal Handler’s personal data in accordance with the Agency’s Privacy Policy.
15. Anti-Bribery
15.1 The Animal Handler shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); and
(b) promptly report to the Agency any request or demand for any undue financial or other advantage of any kind received by the Animal Handler in connection with the performance of this agreement.
15.2 Breach of this clause 15 shall be deemed a material breach of this agreement.
16. Force Majeure
The Agency shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If an event of force majeure takes place that affects the performance of its obligations under this agreement (a) the Agency shall contact the Animal Handler as soon as reasonably possible to notify them; and (b) the Agency’s obligations under this agreement will be suspended and the time for performance of its obligations will be extended for the duration of the force majeure event.
17. Assignment and Other Dealings
17.1 The Animal Handler shall not assign, transfer, mortgage, charge, subcontract, sublicense, delegate, declare a trust over or deal in any other manner with any of their rights and obligations under this agreement.
17.2 The Agency may at any time assign, transfer, mortgage, charge, subcontract, sublicense, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
18. Entire Agreement
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
19. Severance
If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
20. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
22. No Partnership or Agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party, except as expressly provided in this agreement.
23. Further Assurance
The Animal Handler shall promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement and shall use reasonable endeavours to procure that any necessary third party shall also do so.
24. Notices
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to its main email address. Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. Survival
Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
26. Third Party Rights
No one other than a party to this agreement shall have any right to enforce any of its terms.
27. Governing Law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
28. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
