DRAFT — prepared for review by a Latvian lawyer. Not yet in force.

Nexfluence Terms of Service for Businesses

Reference: business-terms · Version [VERSION NUMBER] · Published [DATE] · In force from [DATE]

In short

This summary helps you find your way. The numbered clauses are the binding terms. If this summary differs from them, the clauses apply. [Lawyer to confirm.]

S1. Nexfluence runs a platform that connects your business with the creators you work with. A Deal is a contract between you and the creator. We are not a party to it. [Open question 0.]

S2. We must approve your business before you can use the Service.

S3. Under the Manual Payout Model, your Wallet shows money you have committed. You pay the creator from your own bank account. We hold none of this money.

S4. Fees: you pay exactly the Deal amount, with nothing on top. We charge you no fee for now. A 4% fee is deducted from each creator's Payout under the Terms for Creators, so a EUR 100 Deal pays the creator EUR 96. We may introduce a fee for businesses later, but only with at least 15 days' notice (clause 17). [Decided 24 September 2026, not yet live.]

S5. You must enter true Results, review drafts on time and ship any product the Deal includes. Under the Manual Payout Model, you also pay each creator within [14] days of Release.

S6. If you and a creator disagree, either of you can open a Dispute. Support decides what happens to the Deal Money.

S7. We tell you why before or when we restrict your Account. We give 30 days' notice before closing it, except as clause 16.5 allows. We give 15 days' notice before changing these terms.

S8. Latvian law applies. Only the courts of Latvia can decide a legal claim between you and us. You can first use our free complaint procedure and mediation.

1. About these terms

1.1 These terms are an agreement between you and us. "You" means the business that uses the Service. "We", "us" and "Nexfluence" mean [COMPANY LEGAL NAME], [LEGAL FORM, e.g. SIA], registered in the Register of Enterprises of the Republic of Latvia. Our registration number, VAT number and address are in clause 25.

1.2 In these terms, the "Service" means:

(a) the Nexfluence website and app at nexus.nexfluence.eu;(b) our Tracked Links at go.nexfluence.eu; and(c) the emails they send.

1.3 Accepting these terms. You accept these terms when you sign up. The sign-up form says, above the button, that by clicking it you agree to these terms and to the Privacy Policy, and links to both. The moment the code sent to your email is confirmed, the Service records on your Account which version of these terms you accepted and when. If you do not agree, do not sign up. [Live since 27 September 2026: the landing page and /auth/signup both carry the sentence, and user_profile.consent_version and consented_at are stamped when the code is verified. Lawyer: confirm that a click under a clear sentence with links ("click-wrap") is a valid acceptance under the Latvian Civil Law and the Electronic Documents Law for a business user.]

1.4 The Service is for businesses only. You use it for your business, not as a private person.

1.5 What the agreement is made of. The agreement between you and us is these terms, including Schedules 1 to 4. Schedule 4 contains the data processing terms. Our Privacy Policy at [PRIVACY POLICY URL] explains how we use personal data. It is there for your information and is not part of this agreement.

1.6 Creators. Creators use the Service under the separate Terms for Creators at [CREATOR TERMS URL]. Creators are not parties to these terms and cannot enforce them. [Lawyer to confirm.] The rules that bind both you and the creator in a Deal are the Deal Rules (clause 5.8).

1.7 Where to find these terms. [Planned, not yet built: you can view and download these terms, and every earlier version, at [TERMS URL] at any time, including before you sign up.] [No terms page exists yet. It must exist before publication.]

1.8 Accounts opened before these terms. [Proposed: if you had an Account before [IN FORCE DATE], we will ask you to accept these terms [the next time you sign in / by email]. From then on they apply to your Account and to your Open Deals, but not to anything that happened before (clause 17.5).]

2. Words we use

2.1 Accepted Offer: an Offer that the other side has accepted in the Service.

2.2 Account: your business account in the Service.

2.3 Base Amount: the fixed part of the pay in an Offer, if there is one.

2.4 Brand: a brand name you run Campaigns under. It may be your own brand or a client's.

2.5 Business Materials: anything you provide in the Service, including briefs, logos, product images, product information and sales reports.

2.6 Campaign: a set of Deals under one Brand, with its own brief and settings.

2.7 cap: the most you will pay under a Deal, if the Offer sets a limit.

2.8 Content: anything a creator produces for a Deal, including drafts, posts, captions, links and screenshots.

2.9 creator: a person who uses the Service under the Terms for Creators.

2.10 Creator Amount: what the Accepted Offer says the creator earns under a Deal, before any tax the payer must withhold and before the 4% creator fee is deducted from it (clause 8.1(b)). It is what you pay for the Deal. Nothing is added on top of it.

2.11 days: calendar days, including weekends and public holidays.

2.12 Deal: the contract between you and a creator that an Accepted Offer records.

2.13 Deal Money: a Deal's Reserved Amount, plus any Payout for that Deal that has been released but not yet paid. [Company to confirm.]

2.14 Deal Rules: the rules for Deals described in clause 5.8.

2.15 Dispute: a disagreement between you and a creator about a Deal, raised under clause 12. A disagreement between you and us is a "legal claim".

2.16 Estimate: the amount you expect to pay under a Deal. You enter it when there is no cap.

2.17 Fees: the fees described in clause 8. Today the only Fee is the 4% creator fee, which is deducted from the creator's Payout. We charge you no fee (clause 8.1).

2.18 Free Balance: the part of your Wallet that is not set aside for a Deal.

2.19 Holding Period: the time between a Deal becoming Verified and its money being released.

2.20 KPI: what a Deal measures and pays on, such as sales or clicks.

2.21 Manual Payout Model: the model in which you pay creators yourself (clause 7.7).

2.22 Offer: the Deal terms you send to a creator in the Service, or a creator's counter-offer.

2.23 Open Deal: a Deal that is not yet fully paid, cancelled, or closed after a Dispute. [Company to confirm.]

2.24 Payout: an amount owed to a creator after Release. The Service shows it together with its Fees.

2.25 Payout Vendor: the company that pays creators for us under the Vendor Payout Model (clause 7.8).

2.26 Release: the point at which money for a Deal becomes owed to the creator.

2.27 Release Condition: the rule set on a Campaign that says what must happen before money can be released. [Company to list the options the Service offers.]

2.28 Reserved Amount: the part of your Wallet set aside for a specific Deal.

2.29 Restrict, Suspend and End: to Restrict is to limit what your Account can do. To Suspend is to stop your Account from being used for a time. To End is to close this agreement.

2.30 Results: the numbers a Deal pays on, such as sales, clicks or views.

2.31 Roster: the creators you have invited or added to your Account.

2.32 Support: the Nexfluence team that approves businesses, answers requests and decides Disputes.

2.33 Tracked Link: a short link at go.nexfluence.eu that counts visits.

2.34 Vendor Payout Model: the model in which a Payout Vendor pays creators (clause 7.8).

2.35 Verified: the status a Deal gets when its first Result is entered (clause 7.2). It does not mean that anyone has checked the Result.

2.36 Wallet: the record of the money you commit to Deals (clause 6).

2.37 Working Day: any day except Saturday, Sunday and Latvian public holidays.

2.38 "You", "we", "us", "Nexfluence" and "Service" are defined in clauses 1.1 and 1.2. "Privacy Policy" is defined in clause 1.5 and "Terms for Creators" in clause 1.6.

3. What the Service does, and what it does not

3.1 The Service lets you:

(a) keep your Roster and invite creators by email or by pasting a list;(b) run Campaigns under your Brands;(c) send Offers, receive counter-offers and agree Deals;(d) exchange messages with creators in a thread for each Deal;(e) track product shipping, drafts, live posts, Tracked Links and Results;(f) record in your Wallet the money you commit to Deals; and(g) calculate, approve and record Payouts to creators.

3.2 Creators see your Campaigns. While a Campaign is active, the Service shows it to every creator on the platform, not only to creators on your Roster. They see:

(a) your Brand name, logo, one-line pitch and categories; and(b) the Campaign's public summary, dates and default pay.

A creator can say they are interested, and the Service then emails you. You cannot turn this off today. Clause 20.3 explains the order in which Campaigns are shown. [Live.]

3.3 What we are not. We run the Service. We are not:

(a) a party to any Deal [open question 0];(b) the employer, agent or representative of any creator; or(c) responsible for what a creator posts, how a post performs, or how a creator behaves.

[Lawyer: an earlier draft said here that we are "not a bank or a payment institution". Do not add that back, or any other statement about how we hold money, until you have given an opinion under open question 3. Under the Manual Payout Model we hold no money (clause 6.2).]

3.4 Numbers we do not check.

(a) Follower counts are typed in by the creator or imported by a business from a list. The Service labels them "self-reported".(b) Tracked Links use no cookie. They count at most one visit from the same browser and network in any 24 hours, as far as they can tell, and they skip known bots. Their counts are therefore estimates.(c) For Deals that pay on clicks, the Tracked Link count is the Result the creator is paid on (clause 7.1(c)).(d) Any other figure the Service calculates from these numbers is for your information only.

3.5 You decide which creators to work with and on what terms.

3.6 The Service is available in English and Latvian.

3.7 We may change, add or remove features. If a change significantly reduces what you can do, we will tell you at least 15 days before it happens. Clause 17 sets out how we give notice.

3.8 Other channels and data. We do not market your Campaigns through other channels or affiliate programmes. You do not receive data about other businesses, including in combined form. [Company to confirm.]

4. Your Account and approval

4.1 Who may sign up. Only a business may open an Account. The person who signs up must be at least 18 and allowed to sign contracts for the business.

4.2 Approval. New Accounts wait for Support to approve them before they can be used. We may ask for information to confirm your business, such as [company registration details, VAT number, website]. If we decline your sign-up, we will email you our reasons. [Support sends this email by hand. Today the Service records no reason and sends no email. PRD 25.4 proposes a reason field and an automatic email.] [Proposed: sign-ups that stay unapproved for 30 days are removed.]

4.3 Signing in. You sign in with a six-digit code sent to your email address. There are no passwords. Anyone who can read your email can sign in to your Account, so keep your email account secure. If you think someone else has signed in, tell us at once at [CONTACT EMAIL].

4.4 Accurate details. Keep your business details accurate and up to date, including your contact person. [Decided 23 September 2026, not yet live: the Service will ask for your legal name, registration number and VAT number, and creators will see your legal business name and country on each Accepted Offer. Today the Service asks only for a business name, and uses your Brand name if you leave it empty.]

4.5 Agencies. If you run Campaigns for a client's Brand, you promise that the client has allowed you to. You are responsible under these terms for everything done under that Brand.

4.6 Who uses your Account. One person signs in to each Account, using the Account's email address. You are responsible for anyone who signs in with that email address and for everything done in your Account.

4.7 Creators' age. Creators must be 18 or older. They confirm their age themselves, and we do not check it. [Decided, not yet live: the age confirmation at creator sign-up. Do not publish the first sentence of this clause as a fact until it is live.] If a creator turns out to be under 18, Support may cancel the Deal, and the Reserved Amount returns to your Free Balance. You are not in breach of clause 10.1(c) if you relied in good faith on the creator's confirmation.

5. Deals with creators

5.1 Who contracts with whom. A Deal is a contract between you and the creator. Nexfluence is not a party to it. [Open. PRD 25.4 marks this "with a lawyer"; see open question 0. PRD section 5 says Nexfluence is the contracting party. Under the Vendor Payout Model, the Payout Vendor may be the legal supplier to you.]

5.2 What the Accepted Offer records. Each Accepted Offer records:

(a) the pay model and the amounts, including any Base Amount;(b) the KPI and any cap or Estimate; and(c) the Campaign it belongs to.

[Proposed, PRD 25.4. The Service has no field for these today:(d) what you may do with the Content (clause 11.3); and(e) the minimum time the post must stay up (clause 11.5).]

5.3 Campaign settings. The brief, the Release Condition, the Holding Period and whether you will ship a product are settings of the Campaign. They are not part of the Accepted Offer. Before accepting, a creator sees the Campaign's public summary. After accepting, they see the full brief. [Proposed, PRD 25.2, not built: the Release Condition, Holding Period and pay model lock once a Deal is accepted.] Until that is built, you must not change the Release Condition, the Holding Period or the shipping setting on a Campaign that has an Open Deal, unless the creator agrees in the Deal's thread.

5.4 When a Deal is made. A Deal is made when:

(a) the creator accepts your Offer in the Service; or(b) you accept the creator's counter-offer in the Service.

Before you send an Offer, the Service shows you a preview, and you can still change the Offer. After acceptance, the Service stores the Accepted Offer, and you and the creator can view it there. [Company to confirm whether an email confirms acceptance.] So far as the law allows, you and we agree that [the information and order-confirmation duties in Articles 10(1), 10(2) and 11 of Directive 2000/31/EC, as implemented in the Latvian Law on Information Society Services,] do not apply between us. [Lawyer to confirm the Latvian articles (check).]

5.5 The written record. The Accepted Offer is the written record of the Deal. If you agree anything else with a creator outside the Service, we handle Deal Money and Disputes on the basis of the Accepted Offer and the Deal Rules only.

5.6 Your responsibility for the Deal. You are responsible for:

(a) making sure your Offers and briefs are lawful;(b) the products you promote;(c) meeting your obligations to the creator under the Deal and the law; and(d) making sure your arrangement with each creator is lawful under employment, tax and social security law. For example, check whether the law treats the creator as self-employed or as your employee.

5.7 Working outside the Service. You are free to work with influencers outside the Service, on different terms. The Wallet, Dispute and record-keeping rules in these terms apply only to Deals made in the Service.

5.8 Deal Rules. [Company to create one Deal Rules document at [DEAL RULES URL].] The Deal Rules bind both you and the creator in every Deal. They cover:

(a) timing and exits (Schedule 1 reproduces them);(b) holding and Release (clause 7);(c) Disputes (clause 12); and(d) [Content use and how long a post stays up, once decided].

Every Accepted Offer includes the Deal Rules, and so do the Terms for Creators. If they conflict, the Accepted Offer comes first, then the Deal Rules, then these terms. [Lawyer: under the Civil Law, silence counting as approval (Schedule 1) binds the creator only if the creator agreed to it in advance (check).]

5.9 Promo codes are valid for a set time. A promo code given to a creator for a Deal counts only for sales made during the period the Accepted Offer states for it (the "Code Window"). If the Offer states no period, the Code Window is [30] days from the day the creator's post goes live. Sales made outside the Code Window are not Results of the Deal, are not owed to the creator, and do not have to appear in a sales report. You may switch the code off at your shop when the Code Window ends. You may not switch it off earlier, or change the discount it gives, while the Deal is open, unless you cancel the Deal under Schedule 1 or the creator agrees in the thread. [Company: the Service does not enforce the Code Window today; you apply it when you upload a sales report. Lawyer: keep this in line with Deal Terms clause 12.4.]

6. The Wallet

In short: Under the Manual Payout Model, your Wallet shows money you have committed. You pay the creator from your own bank account. We hold none of this money. The Wallet sets money aside for each Deal and tracks what you owe.

[DECISION NEEDED: open question 1. This clause follows option B, under which the Wallet is a record only. If the company decides to collect Wallet money itself, redraft this clause after the lawyer's opinion under open question 3.]

6.1 What it is. The Wallet is a record, in euro, of the money you commit to Deals. It shows your Free Balance, your Reserved Amounts and your Payouts.

6.2 Who holds the money. Under the Manual Payout Model, your Wallet shows money you have committed. You pay the creator from your own bank account. We hold none of this money.

6.3 Adding money to your Wallet. To add money, you record in the Service the amount you are committing and a reference. The amount shows in your Free Balance straight away. We do not check it. [Live.] Record only money you have actually set aside and are ready to pay to creators.

[DECISION NEEDED. If Nexfluence will collect money (open question 1, option A), this clause must say instead:

you send a bank transfer to [OPERATOR BANK ACCOUNT NAME, IBAN, BANK] from an account in your business's name;
you use a reference the Service generates; and
the money shows in your Free Balance only once Support has confirmed that it arrived.Today the Service shows no IBAN and generates no reference.]

6.4 Money under the Vendor Payout Model. [Planned, not yet built. Do not publish until the lawyer has given an opinion under open question 3.] Under the Vendor Payout Model, money for creators must reach the Payout Vendor. [Lawyer to choose one route and describe it:(a) you fund an account held by a licensed payment institution, such as the Payout Vendor if it is licensed (check); or(b) we hold the money for you under a mandate under the Latvian Civil Law. This may need authorisation from Latvijas Banka (check).]If we ever hold your money and we become insolvent, you may rank as an unsecured creditor for your balance, [unless the money is in an account whose protection in insolvency the lawyer has confirmed (check)].

6.5 Setting money aside for a Deal.

(a) When a Deal is made (clause 5.4), the Service sets aside money from your Free Balance for that Deal. That money is the Deal's Reserved Amount.(b) Where the amount depends on Results, the Service sets aside the cap. If there is no cap, it sets aside the Estimate. If there is no Estimate, it sets aside the Base Amount.(c) The Service sets aside the Creator Amount and nothing more, because you pay no Fee on top of it (clause 8.1). The 4% creator fee is deducted from the Creator Amount, not added to it.(d) [Being fixed: an Offer cannot be accepted if your Free Balance is too low to cover it. On the live site today, a Deal can be accepted with nothing set aside. The fix needs migration 0031, which is written but not yet applied.] [Proposed, PRD 25.3: the creator is told that you need to add money.](e) The creator sees that you have committed money to their Deal. [Product change needed: today the Service tells the creator that the money "has been reserved". Under the Manual Payout Model it must say "committed by the business; Nexfluence does not hold this money".]

6.6 At Release. At Release, the Service works out from the Results what the Deal owes.

(a) If it owes less than the Reserved Amount, the difference returns to your Free Balance.(b) If it owes more, the Payout in the Service stops at the Reserved Amount. You owe the creator the rest directly, and you must pay it within the same period as the Payout (clause 7.7(c)). [Company: this is how the Service works today, and it has been reported as a money bug. If the Service is changed to take the difference from your Free Balance, redraft this sub-clause.]

6.7 Frozen Deal Money. While a Dispute is open on a Deal, its Deal Money is frozen. Nothing is released until Support decides (clause 12), except as clause 12.8 says.

6.8 Reducing your Free Balance. [Proposed, PRD 25.3: you may ask Support at [CONTACT EMAIL] to take all or part of your Free Balance off your Wallet. Support does this by hand, outside the Wallet record, until the Service can record it.] A Reserved Amount stays set aside while its Deal is open. It returns to your Free Balance when the Deal is cancelled. Today that happens only through a Dispute decision (clause 12.5).

6.9 Your Wallet statement. The Service shows every movement in your Wallet. If you think an entry is wrong, tell us within [60] days of the entry. After that, [we may still correct it / the entry stands]. [Company to decide.]

6.10 Mistakes. If an entry in your Wallet is wrong, we may correct it. We will tell you when we do. [Support corrects entries by hand. The Service has no correction entry today.]

6.11 Money we cannot return. [This clause applies only if we hold money, under the Vendor Payout Model.] If we cannot return a balance to you after your Account ends, we keep it for you. We keep making reasonable attempts to return it, and we record those attempts. We deal with the balance only after the limitation period Latvian law sets (check). We never keep it as our own.

7. Results, Release and Payouts

In short: When a Deal's first Result is entered, a Holding Period starts. When it ends, the money is owed to the creator. Today you pay the creator yourself, within [14] days.

7.1 Where Results come from. Results reach the Service in three ways:

(a) you type them in;(b) you upload a sales report, which the Service reads and you confirm; and(c) for Deals that pay on clicks, the Service records the Tracked Link count as the Result once a day.

Clause 9.1 sets out your duties.

7.2 Verified. When the first Result for a Deal is entered, the Deal's status changes to "Verified" and its Holding Period starts. "Verified" only means that a Result has been entered. We do not check it. Every Deal, including a flat-fee Deal, is released only after a Result has been entered. [Company to confirm how the Release Condition fits with this.]

7.3 Holding Period. Each Campaign has a Holding Period of 0 to 30 days. The Service sets it to 30 days for every new Campaign, because sales can be refunded, and you may change it. The Holding Period that applies is the one set on the Campaign on the day the Deal becomes Verified (see clause 5.3). [Proposed: a default of 0 days for Campaigns that do not pay on sales.]

7.4 Release. When the Holding Period ends, the Service releases the money in its nightly run. Once the Holding Period is over, you may release the money before the nightly run with "Release now". You cannot release money before the Holding Period ends. [Proposed: early release.] Once money is released, the Payout is owed to the creator.

7.5 Payout lines. [Decided 24 September 2026, not yet live.] Each Payout shows, as separate lines, the Creator Amount, the 4% creator fee and the amount the creator receives.

7.6 Refunded sales. If a sale is refunded during the Holding Period, correct your Results or upload a corrected sales report before Release. [Proposed: if a sale is refunded after the Payout is paid, the loss is yours. The Service does not take money back from the creator.]

7.7 Manual Payout Model [Live]. Under the Manual Payout Model, your Wallet shows money you have committed. You pay the creator from your own bank account. We hold none of this money.

(a) After Release, you calculate the Payouts in the Wallet. Then:(i) export the list;(ii) pay each creator by bank transfer from your own account; and(iii) mark each Payout as paid in the Service, with the bank reference.(b) We do not hold creators' bank details. The creator gives them to you directly, and you are responsible for them under data protection law (clause 15.3(c)).(c) You must pay each creator what their Payout says the creator receives, which is the Creator Amount less the 4% creator fee, within [14] days of Release. Clause 8.1(c) says how the 4% is handled. In total you never pay more than the Creator Amount. [DECISION NEEDED: the creator app today tells creators that released money usually arrives "within three working days". The creator app, these terms and the Terms for Creators must all give the same period.](d) Mark a Payout as paid only once the money has actually been sent. Marking a Payout as paid when it has not been sent is a serious breach of these terms.(e) When you mark a Payout as paid, the Service updates your Wallet record by the Creator Amount. No Fee is added on top (clause 8.3).(f) If a transfer you marked as paid fails or comes back, tell Support and pay again within [5] Working Days. [Proposed: Support may reopen the Payout with a note.](g) If you have not paid within [14] days of Release, we may Restrict your Account under clause 16. [Proposed, PRD 25.3, not built: we send you a reminder and alert Support, and the creator's Money page shows that the Payout has been waiting on you since Release. Nothing sends this reminder today.](h) You pay creators directly, so you must handle any tax, social tax, invoices and reports that the law requires of you as the payer. Where the law requires you to withhold tax from a creator's pay, you must withhold it and tell the creator. [Lawyer: check the Latvian personal income tax rules for payments to private persons.](i) If you pay a creator late, the creator may have a right to statutory interest and compensation under the law that applies to the Deal. [Check the Latvian implementation of Directive 2011/7/EU.]

7.8 Vendor Payout Model [Planned, not yet built: decided 12 September 2026, confirmed 24 September 2026].

(a) We will tell you at least 15 days before your Account moves to this model.(b) Under this model, the Creator Amount is paid through our Payout Vendor, [PAYOUT VENDOR LEGAL NAME, REGISTRATION NUMBER], which pays the creator the Creator Amount less the 4% creator fee. The Payout Vendor charges us 3% of each Payout, and we pay that out of the 4% (clause 8.1(d)). You pay nothing on top. How the money gets there depends on clause 6.4.(c) [To be confirmed in writing by the Payout Vendor:] The creator joins the Payout Vendor's cooperative society as a member. The Payout Vendor then issues the creator's invoice and handles Latvian tax for those payments. [Lawyer: under this model the cooperative, not the creator, may be the supplier to you. Align clause 5.1 (open question 0).](d) You still approve Payouts in the Service, but you no longer pay creators yourself.(e) [Company to complete once the vendor contract is signed: the vendor's terms, when it pays after approval, and what happens if it refuses a creator.]

7.9 Reporting to tax authorities. [Include only if the lawyer confirms that we are a reporting platform operator under the EU rules on reporting platform income (known as DAC7, Directive 2021/514) as Latvia has implemented them (check).] We may report Deal payments to the State Revenue Service (VID) as the law requires. Where the law allows, we may arrange for the Payout Vendor to report for us (check). This does not change your own duties under clause 7.7(h).

8. Fees and invoicing

In short: You pay exactly the Deal amount and nothing on top. We charge you no fee for now. 4% is deducted from the creator's Payout. We must give you 15 days' notice of any new charge.

[DECISION NEEDED: open question 2. This clause states the fee model decided on 24 September 2026 (PRD section 6). The code (lib/settings.ts) does not apply it yet. Publish these terms only once it does.]

8.1 The fee model [Decided 24 September 2026, not yet live].

(a) What you pay. You pay the Creator Amount in the Accepted Offer and nothing more. No fee is added on top of it. Our fee for businesses is 0% for now. We may introduce a fee for businesses later, but only with at least 15 days' notice under clause 17.

(b) The creator fee. A fee of 4% of the Creator Amount is deducted from each creator's Payout under the Terms for Creators. For example, a Deal of EUR 100 pays the creator EUR 96. The creator sees the Creator Amount, the 4% and what they receive before they accept the Offer. The creator fee never increases what you pay.

(c) Payouts you make yourself. [DECISION NEEDED, PRD section 6: the 4% is assumed to apply to every Payout, including Payouts under the Manual Payout Model, until the company decides otherwise. Decide how it is collected. One option: you pay the creator 96% and pay the other 4% to us as the creator's collecting agent. In total you still pay exactly the Creator Amount.]

(d) The Payout Vendor's charge. Under the Vendor Payout Model, the Payout Vendor charges us 3% of each Payout. We pay it out of the 4% creator fee. It is never added to what you pay.

Schedule 3 has an example.

8.2 Where you see the Fees. The Service shows the 4% creator fee and the amount the creator receives on the Wallet page and on every Payout line. [Decided 24 September 2026, not yet live.] [The Offer preview does not show them.]

8.3 When Fees are charged. Under the Manual Payout Model, your Wallet shows money you have committed. You pay the creator from your own bank account. We hold none of this money. The 4% creator fee is charged when a Payout is marked as paid [Under the Vendor Payout Model: when you approve the Payout]. It is deducted from the Creator Amount, so it is never charged or invoiced to you. [DECISION NEEDED: how the 4% is collected under the Manual Payout Model (clause 8.1(c)).] No Fees are charged on money that returns to your Free Balance.

8.4 No other charges today. We do not currently charge a subscription, a fee for each Campaign, or a fee for adding money to your Wallet. We will give you at least 15 days' notice of any new charge (clause 17).

8.5 VAT. [Accountant to confirm this whole clause.]

(a) We charge you no fee today, so no VAT is due to us. If we introduce a fee for businesses (clause 8.1(a)), Latvian VAT is added to it. If you are registered for VAT in another EU country, you may instead account for the VAT yourself. This is called the "reverse charge".(b) The Creator Amount is not our service to you, so we do not charge VAT on it. Any VAT on the creator's services is a matter between you and the creator [or the Payout Vendor, under the Vendor Payout Model]. [Open question 0: this holds only if Nexfluence is not the contracting party. Under Article 28 of Directive 2006/112/EC, an intermediary acting in its own name is treated as supplying the service itself (check).](c) [Accountant to confirm the VAT treatment of the 4% creator fee, which is charged to the creator.](d) No VAT on the 4% creator fee is charged to you, because the fee is charged to the creator, not to you. [Accountant to confirm.]

8.6 Invoices. We charge you no fee today, so we issue you no invoices for fees. If we introduce a fee for businesses (clause 8.1(a)), we will issue invoices for it [for each Payout / once a month], in the form Latvian law requires. [Accountant to confirm the structured e-invoicing requirement and its start date (check).] We will issue them outside the Service, using the invoicing details you send Support. You must keep those details accurate. [The Service has no invoicing today and holds no legal name or VAT number.]

8.7 Fee changes. We may change the Fees, or introduce a fee for businesses, with at least 15 days' notice (clause 17). A change in what the Payout Vendor charges us does not change what you pay. [Proposed, not built: a change to the Fees does not apply to Deals already made. Today the Service works out the Fees when you calculate Payouts, at the rates in force on that day. Before making this promise, the Service must store the rates on each Deal when the Deal is made.]

8.8 Rounding. We work out amounts in euro cents. We round what a Deal owes once, at the end of the calculation, and we round each Fee separately. We round to the nearest cent. If a result is exactly half a cent, we round to the even cent. For example, EUR 0.125 becomes EUR 0.12, and EUR 0.135 becomes EUR 0.14.

9. Your duties

9.1 Accurate Results. You must:

(a) enter Results that are complete and true;(b) upload only genuine sales reports, and never change a report to lower what a creator is owed;(c) enter the first Result for every Deal, including a flat-fee Deal, within [X] days after the post goes live, and enter later Results within [X] days after the end of each [reporting period stated in the Accepted Offer];(d) correct any mistake as soon as you find it; and(e) keep the records behind your Results for [12] months after Release, and show them to Support if a Dispute is opened.

9.2 Sales reports. Upload only the columns the Service uses: date, promo code, discount, quantity and sales value. Do not upload your customers' names, emails or addresses. [Planned, not yet built: the Service discards any other columns when you upload.] Schedule 4 applies to any customer data that a report still contains.

9.3 Reviewing drafts. Review each draft promptly. [When Schedule 1 is live: within 7 days after the creator submits it.] If you ask for changes, give reasons that relate to the brief. Do not refuse a draft to avoid paying for work that matches the brief. Do not approve a draft that lacks the advertising disclosure required by clause 9.7. Ask the creator to add it.

9.4 Shipping products. If a Campaign includes a product, you must:

(a) ship it by the date in the Offer or, if the Offer gives no date, within [X] days after the Deal is made;(b) mark it as shipped in the Service, with tracking where available;(c) make sure the product is safe, lawful and as described; and(d) pay for the product and its shipping, unless the Accepted Offer says otherwise.

9.5 Paying on time. Under the Manual Payout Model, you must pay each creator within [14] days of Release (clause 7.7(c)).

9.6 Funding your Offers. Keep enough Free Balance to cover the Offers you send.

9.7 Advertising law. You must:

(a) state in every brief that the creator must mark every post as advertising, clearly and at the start, in a language the audience understands. This applies even where the only payment is a product or another benefit. Latvian advertising law, EU consumer law and the social platform's rules all require this. The law of any other country the post is aimed at may require it too;(b) never ask or allow a creator to hide that a post is advertising;(c) make sure every claim in your brief about your product is true and can be backed up; and(d) follow any special rules for your product category (clause 10.1(a)).

[Lawyer: check the Consumer Rights Protection Centre (PTAC) guidance on influencer marketing, the State Language Law, the Estonian and Lithuanian advertising acts, and the Electronic Mass Media Law for video creators (check).]

9.8 Creators' personal data. You must follow clause 15.

9.9 Cooperation. Answer Support's questions about a Deal or a Dispute within [3] Working Days.

9.10 Staying reachable. Keep your contact email working, and read the emails the Service sends you.

10. Acceptable use, reporting and moderation

10.1 You must not use the Service to:

(a) promote anything that is illegal where the Content is aimed, or anything in these categories: [tobacco, e-cigarettes and related products; prescription medicines; gambling and lotteries; alcohol; food supplements with health claims that Regulation (EC) 1924/2006 does not allow; financial services and crypto-assets, except as the marketing rules allow; weapons] [Lawyer to check each category against Latvian law, including any recent limits on alcohol advertising online (check)];(b) ask for misleading Content, fake reviews, or advertising that is not disclosed;(c) aim Content at children, or work with anyone under 18;(d) inflate clicks, Results or followers, or send automated traffic to Tracked Links;(e) send spam, or invite people who would not expect to hear from you;(f) harass, threaten or discriminate against anyone;(g) pretend to be someone else, or misrepresent your business or Brands;(h) use a creator's shipping address or phone number for anything except shipping for that Deal;(i) try to see data about other businesses or creators that the Service does not show you;(j) copy data from the Service in bulk using software;(k) take the Service's software apart to learn how it works;(l) test the Service's security without our written permission;(m) upload harmful code; or(n) break sanctions or anti-money-laundering law.

10.2 Limits. We may set daily limits on invitations and messages.

10.3 Invitations. When you invite a creator, we send the invitation because you asked us to. The invitation:

(a) names you as the sender;(b) does not market Nexfluence;(c) includes a short privacy notice; and(d) gives a one-click way to refuse further invitations.

[Planned, not yet built: the company must confirm that the invitation email does all of this, and must delete invitations not accepted within [X] days.] [Lawyer: confirm whether the Latvian consent rule for unsolicited commercial email applies to invitations (check).]

10.4 Reporting illegal content. Anyone, whether or not they use the Service, can report content in the Service that they think is illegal or breaks these terms. They can use [REPORT LINK] or email [CONTACT EMAIL]. We will confirm that we received the report and tell the person who made it what we decided.

10.5 How we moderate. People at Support review reports and decide what to do. We do not use automated tools to remove content or restrict Accounts. [Company to confirm.] We may remove an Offer, brief, message or file that breaks the law or clause 10.1, and we may act under clause 16.

10.6 Reasons for removal. When we remove or restrict anything you provided, we will email you a statement of reasons. It will say:

(a) what we did;(b) the facts;(c) the clause of these terms, or the law, that we relied on; and(d) how you can complain (clause 18).

[Lawyer: confirm the scope of the Digital Services Act, Regulation (EU) 2022/2065, Articles 11, 12, 14, 16 and 17 (check).]

11. Intellectual property

11.1 Ours. We own the Service, its software, its design and the Nexfluence name. While this agreement lasts, you may use the Service for your business under these terms. Other businesses use the Service too, and you cannot pass this right to anyone else.

11.2 Yours.

(a) You keep all rights in your Business Materials.(b) You allow us to store, copy, show and send your Business Materials. You also allow us to show your Brand names and logos in the Service, in its emails and to creators under clause 3.2. We do this only to run the Service and meet our legal duties, and only for as long as we need to. We do not pay you for this, and you can give the same rights to others.(c) [Company to decide:] We will use your name or logo in our own marketing only with your written permission.(d) You confirm that you have the rights needed to allow this.(e) Our Terms for Creators allow creators to use your Business Materials only for the Deal.

11.3 Creators' Content. [The Terms for Creators must say the same.]

(a) The creator owns the Content. A creator can transfer only the economic rights in it. The creator always keeps their moral rights, such as the right to be named and the right to object to changes that harm their work. [Check the Latvian Copyright Law.](b) [Proposed, PRD 25.4, company to decide:] Unless the creator agrees to more, you may share the creator's post only on your own social media accounts, as a normal unpaid post, with credit to the creator. This permission applies worldwide, for as long as the post stays on those accounts. You may not pay to promote the post or use it in an ad.(c) You may use the Content in paid advertising, or take a transfer of economic rights (a "buyout"), only under a separate written agreement with the creator that states the scope and duration. [Once Offers have a usage line, add: "or if the Accepted Offer says so and states the scope and duration". Lawyer: check whether a licence or a transfer needs written form (check).](d) Any other use needs the creator's separate written permission.(e) Do not edit the Content in a way that changes its meaning or harms the creator's reputation.

11.4 Rights disputes. A disagreement about rights in Content is between you and the creator. Support decides only what happens to the Deal Money (clause 12).

11.5 How long a post stays up. [Proposed: the Offer states a minimum time the post must stay up, 30 days by default. Deleting the post earlier is a reason for a Dispute.]

11.6 Our use of Service data. [Lawyer to confirm this clause; open question 13.]

(a) We may analyse data from the Service, including content type and Results, to run, improve and develop the Service. For this we use data in which names have been removed or replaced by codes. The Privacy Policy explains this.(b) We may show other businesses statistics or insights only if they are anonymous, combined from at least [N] businesses, and never from the current [period]. [Company to decide whether you can opt out.](c) We will never show another business your identity, budgets, Fees or Deals.(d) A creator may choose to show their own Results from your Deals on their public profile. The profile does not show your Brand name or the date.(e) Creators license their captions to us under the Terms for Creators, not under these terms.

11.7 Feedback. If you send us suggestions, we may use them freely.

12. Disputes between you and a creator

In short: Either side can open a Dispute, and the Deal Money stops until Support decides. Support will not reopen its decision, but either of you can still go to court.

12.1 When a Dispute can be opened. You or the creator may open a Dispute on a Deal that has been accepted, is published or is Verified. A creator may also open a Dispute for "payment not received" on a Deal marked as paid (clause 12.8). [Company to confirm that commit 9728bf2 is live.]

12.2 Reasons. Choose one of these reasons:

(a) content not as briefed;(b) post not live;(c) numbers wrong;(d) product not received;(e) payment not received; or(f) other.

Add a description and links to your evidence.

12.3 What happens next. When a Dispute is opened:

(a) the Deal Money is frozen, except as clause 12.8 says;(b) a marked message appears in the Deal's thread; and(c) you, the creator and Support are emailed.

12.4 How Support decides.

(a) Support looks at the Accepted Offer, the thread, the Content, the Results and the evidence, and may ask either side for more.(b) [Proposed: Support replies within 2 Working Days and decides within 10 Working Days.](c) [Proposed: only one Dispute may be opened for each Deal.]

12.5 Possible outcomes. Support will decide one of these:

(a) release the Deal Money in full;(b) release part of it, stating the amount, with the rest returning to your Free Balance; or(c) cancel the Deal, with the Reserved Amount returning to your Free Balance.

Support tells both sides the outcome by email. [Planned, not yet built: a required written note of Support's reasons, shown to both sides on the Deal page and in the email. Today the note is optional and neither side sees it.]

12.6 Effect of the decision.

(a) You authorise us to handle the Deal Money as Support decides.(b) Support will not reopen its decision. You can still:(i) complain about how we handled the Dispute (clause 18); and(ii) go to court against the creator (clause 12.6(d)).(c) Support acts in good faith on the information it has. It is not a court or an arbitrator (a private judge), and its decision is not a ruling on the law.(d) The decision does not stop you or the creator from going to court against each other.

12.7 Paying under a decision. Under the Manual Payout Model, if a decision releases money to the creator, you must pay it within [14] days of the decision.

12.8 After a Payout is marked as paid. [Being fixed: this becomes live once commit 9728bf2 is confirmed on the live site.] If a creator opens a Dispute for "payment not received" on a Deal already marked as paid, nothing is frozen, because there is no Deal Money left. Support looks into it and records its view. [Proposed: the Service tells the creator this before they open the Dispute.]

12.9 Campaigns run by Nexfluence. Where a Dispute concerns a Campaign that Nexfluence runs itself (clause 20.1), [an independent reviewer decides it / the creator may go directly to mediation or court]. [Company to decide. The Terms for Creators must say the same.]

[Company: the Dispute flow has never been tested by hand on the live site. Test it before publication.]

13. What we do

13.1 We provide the Service with reasonable care and skill.

13.2 We do not promise that the Service will always be available or free of errors. Where practical, we will warn you before planned maintenance.

13.3 We protect data with reasonable security measures. For example, we keep the database and files in the EU. A business can see only its own data, and a creator can see only their own.

13.4 We use service providers to run the Service, such as providers for hosting, the database, file storage and email. They are listed at [SUB-PROCESSOR PAGE URL / in the Privacy Policy]. Some of them may process data outside the European Economic Area, under the safeguards described there. We are responsible to you for how they perform their work for us. [Company: move the list of providers (Supabase, Vercel and Resend, and later Abillio) to that page. Lawyer: check the transfer safeguard for each provider (check).]

13.5 You can reach Support through the "Get help" link in the Service or at [CONTACT EMAIL]. [Company: choose one support address first; see open question 22.]

14. Liability

In short: We are not responsible for what creators do or how your Campaigns perform. Our total liability is capped, except where Latvian law forbids a cap.

14.1 What we do not limit. Nothing in these terms limits:

(a) our liability where Latvian law forbids a limit, for example for harm we cause on purpose or through very serious carelessness (gross negligence); or(b) our duty to handle any money we hold for you as these terms require.

14.2 What we are not liable for. We are not liable for:

(a) what creators do or fail to do, including their Content, Results and conduct;(b) the performance of any Deal;(c) changes, outages or decisions of social platforms;(d) delays caused by banks [or by the Payout Vendor, except where it acts for us];(e) the results of your Campaigns;(f) losses caused by inaccurate data you entered; or(g) indirect loss, lost profit, lost revenue, loss of goodwill, or loss of data you could have exported.

14.3 Our cap. Apart from clause 14.1, the most we will pay you for all legal claims in any 12 months is the higher of:

(a) the fees you paid us in the 12 months before the event that caused the claim; and(b) EUR [AMOUNT].

[You pay us no fee today (clause 8.1(a)), so (b) sets the cap.]

14.4 Your liability. A creator, an authority or anyone else may bring a claim against us that results from your breach of these terms or your fault in relation to:

(a) your Business Materials or products;(b) advertising or consumer law;(c) personal data; or(d) anything else these terms cover.

If that happens, you will pay us back the loss it causes us. This covers fines imposed on us only so far as the law allows. [Lawyer to adapt to Latvian law and to consider a cap, or a matching clause for us.]

14.5 Telling us about a claim. If you want to make a legal claim against us, tell us as soon as you reasonably can. Telling us late does not take away your claim.

14.6 A young company, a new Service. Nexfluence is a young company and the Service is new. We build it in the open: features, screens, documents and these terms are still being completed and will keep changing (clause 17). We provide the Service with reasonable care and skill, but we do not promise that it is complete, free of errors or interruptions, or suited to every business, and you use it knowing that. Where a feature is marked "coming soon", "not built yet" or "planned", it does not exist, and nothing in these terms or on the Service promises it. We work towards full compliance with the laws that apply to a service like ours and we will tell you when a change affects you; until then, the protections in clause 14.1 stay, and everything else in this clause 14 applies. This clause does not limit clause 14.1. [Lawyer: this is a description of the state of the Service and a limitation of expectations, not an admission. Check that nothing here reads as one, and that it sits within the unfair-terms rules that apply between businesses.]

15. Personal data

15.1 Our Privacy Policy. Our Privacy Policy explains how we use personal data about you, your staff and creators.

15.2 Data about your business. We hold your business name, the Account email address, your contact person's name, your company details and your Wallet records, together with the data you create by using the Service.

15.3 Who is responsible for what.

(a) We are responsible under data protection law for your Account data. The law calls this being its "controller".(b) You may use creators' data from the Service only to work with them [on your Roster and in their Deals; lawyer to confirm the purpose]. For that use, you are its controller. The data is the creator's name, handles, follower counts, bio, photo, country, niche, promo code and Results. When a Deal ships a product, it also includes the shipping address and phone number.(c) You are also the controller of any data you get from creators directly, such as bank details (clause 7.7(b)) or contact details.(d) Upload a creator's contact details to invite them only if data protection law allows it. By uploading them, you promise that the law allows you to give them to us so that we can send the invitation.(e) Where a sales report contains personal data about your customers, we process it only for you, as your processor, under Schedule 4.

[Lawyer: see open question 7. Decide:

whether invitations are processing we do for you (then Schedule 4 applies) or our own processing (then we need our own lawful basis and must give the notice in Article 14 GDPR);
who is the controller of Tracked Link data; and
whether Article 5(3) of the ePrivacy Directive applies to the browser code (check).]

15.4 Who sees what. Schedule 2 sets out what you see about creators and what creators see about you. The Service never shows you a creator's bank details, or any email address for them other than the one you used to invite them. You write to creators through the thread. Under the Manual Payout Model, the creator gives you their bank details directly so that you can pay them (clause 7.7(b)).

15.5 How long we keep data.

(a) Shipping addresses are deleted 90 days after the last shipment to that address.(b) Screenshots are deleted 12 months after the Campaign ends.(c) Our internal record of actions (the event log) stores ID numbers and the type of each action. It does not store anything people write.(d) Clause 16.8 says what happens when your Account is deleted.

[Planned, not yet built: the automatic deletion in (a) and (b). Until it is built, Support deletes this data by hand [every month]. The company must confirm that it will do this. Otherwise, do not publish (a) and (b).]

15.6 Export and deletion. You can export your data and delete your Account in settings. Clause 21.1 says what the export contains. Clauses 16.1 and 16.8 say what deletion does.

15.7 Cookies and Tracked Links.

(a) The Service uses only strictly necessary cookies: a session cookie, a language cookie, and two sign-up cookies that last one hour and carry what you typed at sign-up to the next step. It uses no advertising cookies.(b) Tracked Links set no cookie. They store a scrambled ("hashed") and shortened version of the visitor's IP address, a scrambled code for the visitor's browser, and the name of the website the visitor came from. The scrambling changes every day. Tracked Links count at most one visit from the same browser and network in any 24 hours, as far as they can tell. [Company: put a privacy notice on go.nexfluence.eu.]

15.8 Data breaches. If either of us learns of a leak or loss of personal data that affects the other, we will tell the other as soon as we can. [The lawyer may prefer the GDPR wording, "without undue delay".]

16. Restriction, suspension and ending the agreement

In short: We can limit or close your Account only for the reasons listed below, and we always tell you why. We give 30 days' notice before closing it, except in three cases.

16.1 Ending the agreement yourself.

(a) You may End this agreement at any time by deleting your Account in settings or by writing to Support.(b) Before you delete your Account, pay every Payout you owe and ask Support about your Free Balance. After deletion, nobody can sign in to your Account to mark Payouts as paid. [Proposed, PRD 25.4: you cannot delete your Account while money is set aside or a Payout is unpaid. Today the Service allows it.](c) Deals already made stay binding between you and the creators, and Payouts must still be paid.

16.2 Why we may act. We may Restrict, Suspend or End your use of the Service only if:

(a) you seriously or repeatedly break these terms;(b) you leave a Payout unpaid for more than [14] days after Release;(c) you enter false Results or sales reports, or mark a Payout as paid without paying it;(d) we reasonably suspect fraud, money laundering or a breach of sanctions;(e) your products, Content requests or briefs are unlawful or break clause 10.1;(f) we receive credible reports that you have harassed or threatened creators, a security incident is traced to your Account, or payments you recorded or made keep failing or coming back;(g) the law, a court or an authority requires it;(h) your sign-up information is false or cannot be verified; or(i) [only if clause 6.3 option A is chosen: money you told us you sent has not arrived within [5] Working Days].

16.3 What we may do.

(a) A restriction may mean that:(i) you cannot send new Offers or invite creators;(ii) your Campaigns are hidden from creators; or(iii) you cannot add money to your Wallet.(b) A suspension stops your Account from being used for a time.(c) We will choose the least severe measure that deals with the problem.

[Planned, not yet built: the Service has no tools for these measures, and today nothing can Suspend an approved Account. Either Support takes these measures by hand [company to say how], or build at least a suspend switch before publication.]

16.4 Reasons for a restriction or suspension. Before a restriction or suspension takes effect, or at the latest when it does, we will email you our reasons. They will state:

(a) the specific facts, including the content of any report or complaint from a creator or other third party that led to our decision; and(b) the clause of these terms we rely on.

We will leave out reasons only where the law forbids us to give them. Where the measure removes or restricts something you provided, clause 10.6 also applies.

16.5 Ending the agreement ourselves. We will give you at least 30 days' notice by email, with reasons, before we End this agreement. We may End it sooner only where:

(a) a legal or regulatory duty requires us to stop providing the whole Service to you in a way that does not allow 30 days' notice;(b) we have an imperative reason under Latvian law that complies with EU law, for example [lawyer to add one or two examples]; or(c) we can show that you have repeatedly broken these terms, and we End the whole Service to you for that reason.

In these cases, we will email you our reasons without undue delay.

16.6 Your right to reply. You may explain the facts through the complaint procedure (clause 18). If we reverse our decision, we will restore your Account as soon as we can, including your access to your data.

16.7 Open Deals and money. If we Restrict, Suspend or End your use of the Service:

(a) Reserved Amounts stay set aside for Open Deals;(b) Support decides how each Open Deal ends [company to confirm the options, for example letting it finish or cancelling it];(c) Payouts remain payable; and(d) [Vendor Payout Model only: we return any money we hold for you within [10] Working Days, keeping back only money the law requires us to hold].

16.8 After the agreement ends.

(a) Whoever Ends the agreement, you can export your data for [30] days after it ends. [Planned, not yet built: today the export is in settings and you must be signed in to use it. After deletion, you cannot sign in.](b) When your Account is deleted, the Service blanks your user profile at once and archives your business. [Today the Service keeps your business name, contact person's name, notification email and logo, and it does not remove your sign-in record. Planned, not yet built: within 30 days after deletion, we remove or scramble this personal data so that no one can be identified from it (we "anonymise" it).](c) We keep Accepted Offers, Wallet records and invoices for [the period the Latvian Accounting Law requires (check)].(d) Creators keep their copy of their Deals with you, because they need it for their own tax. It shows your business by its legal name only. [Company to confirm.]

16.9 What still applies after the agreement ends. Clauses 6.8 to 6.11, 7, 8, 11, 12, 14, 15, 16.7 to 16.9, 18, 22 and 23 continue to apply after this agreement ends.

17. Changes to these terms

17.1 Notice. We will tell you about any change to these terms by email and in the Service at least 15 days before it takes effect. If a change means you must make large technical or business changes, we will give you more time.

17.2 Your right to leave. You may End this agreement free of charge before a change takes effect.

17.3 Not waiting. Once you have received our notice, you can choose not to wait for the notice period to end. You do this by telling us in writing or by a clear action, [Planned, not yet built: such as accepting the new version in the Service]. You cannot do this where clause 17.1 gives you a longer notice period. [Lawyer to confirm.]

17.4 Immediate changes. We may make a change sooner only if:

(a) the law requires it; or(b) we must deal with a sudden, unexpected danger, such as fraud, malware, spam, a data breach or another security risk.

17.5 Changes do not reach back. No change affects Deals already made, or applies to the past, unless the law requires it or the change is only in your favour. [For Fees, see clause 8.7.]

17.6 Earlier versions. Earlier versions of these terms stay available at [TERMS URL]. [Planned, not yet built.]

18. Complaints and mediation

18.1 What you can complain about. You can complain to us free of charge about:

(a) whether we comply with these terms or with applicable law;(b) technical problems with the Service that affect you; and(c) anything we do or decide that affects you, including approval decisions, removals, restrictions, suspensions and how we handle Disputes.

18.2 How to complain. Email [COMPLAINTS EMAIL] with "Complaint" in the subject line, or use "Get help" in the Service. Describe the facts and what you want us to do.

18.3 What we will do.

(a) We will confirm that we received your complaint within [2] Working Days.(b) We will give you our answer within [15] Working Days.(c) We will explain the outcome in plain language.

18.4 Mediation. If our complaint procedure does not settle the issue, you may use mediation with either of these mediators. In mediation, a neutral person helps us try to agree. The mediator cannot force a decision on either of us.

[MEDIATOR 1: name, address, website]
[MEDIATOR 2: name, address, website]

[Company: name at least two mediators who are impartial and affordable, who work in both Latvian and English, and who can mediate remotely. Certified mediators under the Latvian Mediation Law are one option (check the current register).]

We will take part in good faith. We will pay a reasonable share of the total cost of each mediation. The mediator suggests the share, taking into account the merits of each side's claims, how each side behaved, and each side's size and financial strength. Mediation is voluntary and does not stop either of us from going to court. [Lawyer: decide whether to keep this commitment if Regulation 2019/1150 does not apply to us, or if its small-enterprise exemption does (open question 5).]

18.5 Talk to us before court. Before you start a legal claim against us in any court, you must:

(a) send us a written complaint under clause 18.2 that names the problem and what you want us to do; and(b) give us [30] days from the day we receive it to answer and to try to put it right.

If you start a court claim without doing both, you bear your own legal costs and expenses of that claim, whatever its outcome, and we will not reimburse them; you and we agree that the court may take this clause into account when it decides on costs. This clause does not stop you from asking a court for an urgent interim measure, and it does not shorten any limitation period: the time you give us under (b) is not counted against you. [Lawyer: under the Civil Procedure Law the court decides costs; confirm how far the parties' agreement on costs binds it, and whether a pre-action step can be made a condition of admissibility between businesses.]

19. Confidentiality

19.1 We must keep your Wallet balance, budgets, Fees and Deals confidential, together with any other non-public information about your business. You must keep creators' personal data and the non-public parts of the Service confidential. Each of us uses the other's confidential information only for this agreement. Clause 11.6(d) lets creators show their own Results.

19.2 This clause does not apply to information that:

(a) is public;(b) the law requires to be shared; or(c) is shared with professional advisers who must keep it confidential.

20. Our own Campaigns, and ranking

20.1 Our own Campaigns. Nexfluence also uses the Service as a business. It runs Campaigns for its own Brands, Kinetics and Rudy's [company to confirm, and to list any other Brands]. Nexfluence is a party to the Deals in those Campaigns.

20.2 Differences in treatment. [Company to describe any difference, for example that our own business account pays no fee. If there is none, write: "We apply the same rules, Fees and visibility to our own business account as to yours."] Clause 12.9 says how Disputes on our own Campaigns are handled.

20.3 Ranking. The Service shows active Campaigns to each creator in this order:

(a) first, by how well the creator's niche fits your Brand's categories; and(b) then, by end date, with the soonest-ending Campaign first.

Nobody can pay to change the order. [Live; company to confirm before publication.]

21. Access to data

21.1 What you can access. You can see in the Service the data you provide and the data your use of the Service creates. While your Account exists, you can export in settings:

your business and Brand details;
your Roster;
Campaigns and Deals;
sales reports;
Payouts and Wallet records; and
support requests and account records.

The export does not yet include message threads, Content links, Results, Tracked Links or Disputes. [Company: add these to the export before publication, or keep this sentence.]

21.2 What we can access. Support can see all data in the Service. It uses that access to approve businesses, answer requests, decide Disputes, keep the Service secure and meet legal duties. We may also use data as clause 11.6 describes.

21.3 What creators can access. A creator sees their own Deals with you and the information about your business listed in Schedule 2. While a Campaign is active, every creator on the platform also sees the information in clause 3.2.

21.4 What third parties can access. Our service providers (clause 13.4) process data for us. Under the Vendor Payout Model, the Payout Vendor receives the data it needs to pay creators. Authorities receive data where the law requires it, including tax reports under clause 7.9. We do not sell your data, and we do not share it with other businesses.

22. Governing law and courts

22.1 Latvian law applies to these terms and to any legal claim between you and us about them.

22.2 Only the courts of the Republic of Latvia can decide a legal claim between you and us. The court of first instance is [Riga City Court / the Economic Affairs Court, where it has jurisdiction] (check the Civil Procedure Law). [Lawyer: the word "only" makes this exclusive. Keep it only if that is intended.]

23. Language versions

23.1 These terms are available in English and Latvian.

23.2 [DECISION NEEDED. OPTION A, which the lawyer is likely to prefer: if the two versions differ, the Latvian version prevails. OPTION B: if the two versions differ, the English version prevails, and the Latvian text is an unofficial translation.]

23.3 You may write to us in English or Latvian.

24. General

24.1 Notices. We send notices to the email address on your Account and show them in the Service. You send notices to [CONTACT EMAIL] or by post to [REGISTERED ADDRESS].

24.2 Transfer. We may transfer this agreement to a company that takes over the Service. We will give you at least 15 days' notice, and you may End the agreement if you object. You may transfer it only with our written consent.

24.3 Events outside anyone's control. Neither of us is liable for a delay or failure caused by events beyond our reasonable control.

24.4 Invalid clauses. If a clause is invalid, the rest of these terms still applies.

24.5 Using rights later. Either of us can still use a right later, even if we did not use it straight away.

24.6 No partnership. This agreement creates no partnership, joint venture or agency. [Exception, for the Vendor Payout Model only: any mandate under clause 6.4, if the lawyer confirms one.]

24.7 Creators and these terms. See clause 1.6.

24.8 Electronic form. You and we agree that this agreement, made electronically, has the same effect as a signed written agreement. [Lawyer to confirm under the Latvian Electronic Documents Law (check). The Terms for Creators and the Deal Rules need a matching clause so that Accepted Offers meet any form requirement.]

25. Contact

[COMPANY LEGAL NAME], [LEGAL FORM]Registered in the Register of Enterprises of the Republic of Latvia, registration number [REGISTRATION NUMBER] · VAT number [VAT NUMBER][REGISTERED ADDRESS]Support and complaints: [CONTACT EMAIL]Single point of contact for users and authorities under the Digital Services Act: [CONTACT EMAIL], in English or LatvianReporting illegal content: [REPORT LINK]Service emails come from hello@nexfluence.euWebsite: nexus.nexfluence.eu

Schedule 1: Deal timing and exits

These rules are part of the Deal Rules (clause 5.8). They bind the creator only through the Deal Rules and the Terms for Creators.

Live today

Situation
You remove a creator from your Roster
Rule
Allowed. Past Deal records stay. [Company to confirm what happens to an Open Deal with that creator. The Service does not check whether there is one.]
Situation
You want to withdraw an Offer or cancel a Deal
Rule
The Service has no button for this today. A Deal can be cancelled only by a Support decision in a Dispute.

Situation	Rule
You remove a creator from your Roster	Allowed. Past Deal records stay. [Company to confirm what happens to an Open Deal with that creator. The Service does not check whether there is one.]
You want to withdraw an Offer or cancel a Deal	The Service has no button for this today. A Deal can be cancelled only by a Support decision in a Dispute.

[Decided 23 September 2026, not yet live] [Company to confirm the start point of each time limit.]

Situation
A creator does not answer your Offer
Rule
The Offer expires 7 days after you send it. Nothing was set aside.
Situation
You want to withdraw an Offer
Rule
Allowed while the Offer is still open.
Situation
A creator accepts, then gives no address or draft
Rule
If the creator has given no address or draft 14 days after the Deal is made, you may cancel the Deal. The Reserved Amount returns to your Free Balance.
Situation
You do not review a draft
Rule
If you have not reviewed a draft 7 days after the creator submits it, the creator may post it, and the draft counts as approved. The Offer states this.
Situation
A creator wants out
Rule
A creator may cancel a Deal [once in total / once per Deal] before submitting a draft, giving a reason. The cancellation shows on their profile. The Reserved Amount returns to your Free Balance.
Situation
A creator wants to leave your Roster
Rule
Allowed when they have no Open Deal with you.
Situation
You want to end a Campaign
Rule
A Campaign cannot be completed or archived while it has an Open Deal.

Situation	Rule
A creator does not answer your Offer	The Offer expires 7 days after you send it. Nothing was set aside.
You want to withdraw an Offer	Allowed while the Offer is still open.
A creator accepts, then gives no address or draft	If the creator has given no address or draft 14 days after the Deal is made, you may cancel the Deal. The Reserved Amount returns to your Free Balance.
You do not review a draft	If you have not reviewed a draft 7 days after the creator submits it, the creator may post it, and the draft counts as approved. The Offer states this.
A creator wants out	A creator may cancel a Deal [once in total / once per Deal] before submitting a draft, giving a reason. The cancellation shows on their profile. The Reserved Amount returns to your Free Balance.
A creator wants to leave your Roster	Allowed when they have no Open Deal with you.
You want to end a Campaign	A Campaign cannot be completed or archived while it has an Open Deal.

[Proposed]

Situation
You do not ship a product
Rule
If you have not shipped 14 days after the Deal is made, the creator may cancel, and "did not ship" shows [where creators can see it; company to specify].
Situation
You edit a Campaign after Deals exist
Rule
You may change the name, brief and dates. The Release Condition, Holding Period and pay model are locked.
Situation
Two Offers to one creator in one Campaign
Rule
The Service will not send a second Offer to the same creator in the same Campaign. There is one Open Deal for each creator in each Campaign.

Situation	Rule
You do not ship a product	If you have not shipped 14 days after the Deal is made, the creator may cancel, and "did not ship" shows [where creators can see it; company to specify].
You edit a Campaign after Deals exist	You may change the name, brief and dates. The Release Condition, Holding Period and pay model are locked.
Two Offers to one creator in one Campaign	The Service will not send a second Offer to the same creator in the same Campaign. There is one Open Deal for each creator in each Campaign.

Schedule 2: Who sees what

[Company to check every status on the live site before publication.]

What you see about a creator

Information
Display name, handles, follower counts, bio, country
You see it?
Yes
When
Always
Status
[Live; company to confirm]
Information
Photo
You see it?
Yes
When
Always
Status
[Decided, not yet live: photos do not reach the business side today]
Information
Public profile page
You see it?
Yes, as does anyone with the link
When
Always
Status
Live
Information
Email address
You see it?
Only the address you used to invite them
When
The Service never shows any other address. You write through the thread.
Status
Live
Information
Phone
You see it?
Only with the shipping address
When
From when the creator gives a shipping address for a Deal that includes a product, until the product is delivered. Then hidden.
Status
[Company to confirm]
Information
Shipping address
You see it?
Only on that Deal
When
Same period as the phone. Deleted 90 days after the last shipment to that address. Never shown on the Roster.
Status
[Deletion: planned, not yet built]
Information
Bank and tax details
You see it?
Not in the Service
When
Under the Manual Payout Model, the creator gives them to you directly.
Status
Live
Information
Earnings from other businesses
You see it?
No
When
Never
Status
[Company to confirm]
Information
Results and Content
You see it?
Only for your own Deals
When
From draft submission
Status
[Company to confirm]

Information	You see it?	When	Status
Display name, handles, follower counts, bio, country	Yes	Always	[Live; company to confirm]
Photo	Yes	Always	[Decided, not yet live: photos do not reach the business side today]
Public profile page	Yes, as does anyone with the link	Always	Live
Email address	Only the address you used to invite them	The Service never shows any other address. You write through the thread.	Live
Phone	Only with the shipping address	From when the creator gives a shipping address for a Deal that includes a product, until the product is delivered. Then hidden.	[Company to confirm]
Shipping address	Only on that Deal	Same period as the phone. Deleted 90 days after the last shipment to that address. Never shown on the Roster.	[Deletion: planned, not yet built]
Bank and tax details	Not in the Service	Under the Manual Payout Model, the creator gives them to you directly.	Live
Earnings from other businesses	No	Never	[Company to confirm]
Results and Content	Only for your own Deals	From draft submission	[Company to confirm]

What a creator sees about you

Information
Brand name, logo, one-line pitch, categories; the Campaign's public summary, dates and default pay
The creator sees it?
Yes, every creator on the platform
When
While the Campaign is active (clause 3.2)
Status
Live
Information
Brand website
The creator sees it?
Yes
When
From the invitation onward
Status
[Company to confirm]
Information
Legal business name and country
The creator sees it?
Yes
When
From an Accepted Offer, in the Deal's details
Status
Decided 23 September 2026, not yet live
Information
Contact person's first name
The creator sees it?
Yes
When
In the thread, as the sender's name. Never their email.
Status
[Company to confirm]
Information
Account email and notification email
The creator sees it?
No
When
Never
Status
[Company to confirm]
Information
Wallet balance, budgets, Fees, other creators' Deals
The creator sees it?
No
When
Never. Creators see only their own Deal's terms and Payouts.
Status
[Company to confirm]
Information
Campaign brief
The creator sees it?
A public summary before acceptance, the full brief after
When
Summary: while the Campaign is active. Full brief: from acceptance.
Status
Live

Information	The creator sees it?	When	Status
Brand name, logo, one-line pitch, categories; the Campaign's public summary, dates and default pay	Yes, every creator on the platform	While the Campaign is active (clause 3.2)	Live
Brand website	Yes	From the invitation onward	[Company to confirm]
Legal business name and country	Yes	From an Accepted Offer, in the Deal's details	Decided 23 September 2026, not yet live
Contact person's first name	Yes	In the thread, as the sender's name. Never their email.	[Company to confirm]
Account email and notification email	No	Never	[Company to confirm]
Wallet balance, budgets, Fees, other creators' Deals	No	Never. Creators see only their own Deal's terms and Payouts.	[Company to confirm]
Campaign brief	A public summary before acceptance, the full brief after	Summary: while the Campaign is active. Full brief: from acceptance.	Live

Schedule 3: Fee examples

Example [decided 24 September 2026, not yet live]

Line
Creator Amount in the Accepted Offer
Amount
EUR 1,000.00
Line
Fee you pay us
Amount
EUR 0.00
Line
Total you pay
Amount
EUR 1,000.00
Line
Creator fee (4%), deducted from the creator's Payout under the Terms for Creators
Amount
EUR 40.00
Line
The creator receives
Amount
EUR 960.00, before any tax you must withhold (clause 7.7(h))

Line	Amount
Creator Amount in the Accepted Offer	EUR 1,000.00
Fee you pay us	EUR 0.00
Total you pay	EUR 1,000.00
Creator fee (4%), deducted from the creator's Payout under the Terms for Creators	EUR 40.00
The creator receives	EUR 960.00, before any tax you must withhold (clause 7.7(h))

[DECISION NEEDED: how the 4% reaches us under the Manual Payout Model (clause 8.1(c)).]

Schedule 4: Data processing terms

[Lawyer to complete under Article 28 GDPR. What follows is an outline.]

4.1 Scope. This Schedule applies where we process personal data only for you. That covers personal data about your customers in sales reports you upload, [and creators' contact details you upload to invite them, if the lawyer decides this is processing for you].

4.2 Our duties. We will:

(a) process that data only on your documented instructions, which are these terms and your use of the Service;(b) make sure everyone who handles it keeps it confidential;(c) protect it with the measures in clause 13.3;(d) use only the sub-processors listed at [SUB-PROCESSOR PAGE URL], and tell you before we add or replace one, so that you can object;(e) help you answer requests from the people the data is about, and help you meet your security and breach duties;(f) delete or return the data when the agreement ends, unless the law requires us to keep it; and(g) give you the information you need to show compliance, and allow audits.

4.3 Data and duration. The data covered is [customers' names, emails, addresses and order data, where a report contains them]. We process it while the agreement lasts [and for the retention period in clause 15.5].

4.4 Transfers. We transfer the data outside the European Economic Area only with the safeguards referred to in clause 13.4.