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

Nexfluence Standard Deal Terms

• Document
  Standard Deal Terms (deal-terms)
• Version
  [VERSION NUMBER]
• Published
  [DATE]
• Applies to Offers sent from
  [DATE]
• Operator
  [COMPANY LEGAL NAME], Latvia
• Languages
  English and Latvian. Both versions must be published together before these Deal Terms come into force (clause 26.5). The Latvian version has not been written yet.

0. About this document

0.1 These Standard Deal Terms (the "Deal Terms") are part of every Deal that a Business and a Creator agree on the Platform. The Offer covers what is different in each Deal: the pay, the work and the dates. These Deal Terms cover what is the same in every Deal. Clause 4.1 says how the two fit together.

0.2 This draft contains notes and markers. All of them must be removed before it is published.

• (b) Markers. Each marker sits at the start of the clause or sub-clause it covers, and covers only that clause or sub-clause:
  • (i) [Decided, not yet built]: the founder decided this rule (on 23 September 2026, unless another date is given), but the product does not work this way yet.
  • (ii) [Not built]: these Deal Terms need the product to work this way, but it does not yet.
  • (iii) [Proposed]: a suggested rule that has not been decided.
  • (iv) [Planned]: a later feature, such as the Vendor Model.
  • (v) [Not decided]: a point the company must settle with its lawyer before publishing.

0.3 Before publishing, check every marked clause. If the product already works that way, or the point has been decided, remove the marker. If not, delete the clause or wait to publish these Deal Terms.

0.4 Square brackets mark either a placeholder that the company must fill in or an option that still has to be chosen.

1. The parties and Nexfluence's role

In short: A Deal is a contract between one Business and one Creator. Nexfluence runs the Platform and keeps the records. It is not a party, unless it is the Business itself.

1.1 [Not decided] A Deal is a contract between one Business and one Creator. They are the only parties to it.

1.2 [Not decided] "Nexfluence" means [COMPANY LEGAL NAME], registered in the Register of Enterprises of the Republic of Latvia under number [REGISTRATION NUMBER], at [REGISTERED ADDRESS], VAT number [VAT NUMBER]. You can contact Nexfluence at [CONTACT EMAIL] or through [SUPPORT CONTACT ROUTE ON THE PLATFORM]. Nexfluence runs the Platform where Deals are made. It keeps the record of each Deal and the Wallet ledger (section 17). Nexfluence is not a party to any Deal, except as clause 1.8 says.

1.3 Nexfluence's role and limits, and its liability to each party, are set out in the Platform Terms, not in these Deal Terms. They include that Nexfluence does not employ the Creator and does not act as the Creator's manager or talent agent.

1.4 The Creator works as an independent contractor. A Deal does not make the Creator an employee, partner or agent of the Business. Within the Campaign Brief, the Creator decides how to make the Content and plans their own work to meet the deadlines.

1.5 The Creator must be at least 18 (clause 23.1(a)).

• (a) [Decided, not yet built] The Creator confirms their age with a tick box when they agree to the Platform Terms.

1.6 The Business's relationship with Nexfluence is covered by the Platform Terms for Businesses. The Creator's relationship with Nexfluence is covered by the Platform Terms for Creators. Together they are called the "Platform Terms". They cover use of the account, fees, approval, suspension and complaints. Nexfluence's use of personal data is covered by the Privacy Policy. These Deal Terms do not change those documents.

1.7 A Creator may record on the Platform a deal they made with a brand elsewhere. These Deal Terms do not apply to that deal.

1.8 [Not decided] When Nexfluence is the Business. Nexfluence may itself be the Business in a Deal, for example when it runs a campaign for a Client. Nexfluence is then a party to that Deal in its role as Business, and everything these Deal Terms say about the Business applies to it. Disputes on those Deals are decided as clause 20.13 says.

2. Words used in these Deal Terms

In short: Words that start with a capital letter have the meanings below.

• Accepted Offer: the Offer that a party accepted to form the Deal (clause 3.3).
• Brand: the brand named in the Offer. The Business may own it or run it for a Client. A Brand is not a party to the Deal.
• Brief Summary: a short version of the Campaign Brief that may be shown before acceptance (clause 5.2).
• Business: a company that Nexfluence has approved to use the Platform and that is a party to the Deal. On screen, the Platform sometimes calls the Business "the brand".
• Campaign: the Business's campaign that the Deal belongs to.
• Campaign Brief: the Business's description of the work it wants.
• Cap: the most the Business will pay the Creator under a Deal (clause 14.1).
• Client: the company that owns a Brand when the Business runs that Brand for it.
• Content: everything the Creator makes for the Deal, such as posts, stories, reels, videos, images, captions and audio.
• Creator: the person with a creator account on the Platform who is a party to the Deal.
• Creator's Amount: what the Business owes the Creator under the Deal, before any Fee is deducted (section 16) and before any tax is held back (section 18).
• days: calendar days. Start counting on the day after the event. A period ends at midnight, Riga time, on its last day. Example: an Offer sent on 1 March expires at midnight on 8 March. The Holding Period is counted differently (clause 14.2).
• Deal: the contract formed under clause 3.3.
• Deal page: the page for the Deal on the Platform that both parties can see.
• Deal Terms: these Standard Deal Terms.
• Deal Thread: the message thread for the Deal on the Platform.
• Deliverable: one piece of Content the Deal requires, such as one reel or one story.
• Draft: a version of a Deliverable sent for review as a link.
• Fees: the charges set out in section 16.
• Full Brief: the whole Campaign Brief.
• Holding Period: the waiting time, set for each Campaign, between Verification and the earliest possible Release (clause 14.2).
• KPI (key performance indicator): the measure the pay depends on. Examples are views, reach, engagements, saves, clicks, signups, downloads and sales.
• Live Link: the public link to published Content.
• Manual Model: the way Payouts work until the Vendor Model starts: the Business pays the Creator itself (clause 15.4).
• Measurement Window: the period in which Results count (clause 13.3).
• Money page: the page on the Platform where the Creator sees their Payouts.
• Nexfluence: the company named in clause 1.2.
• Offer: the offer card in the Deal Thread, with all the terms it shows. These can include the pay model, amounts, KPI and unit, Cap, Campaign Brief, Release Condition and Holding Period. A counter-offer is also an Offer. [Not built] The Release Condition is not yet shown to the Creator (clause 14.5).
• Open Deal: a Deal that has been accepted and is not yet paid in full, cancelled or closed by Support. A Deal ends when it stops being an Open Deal.
• Payout: the payment of a released amount to the Creator.
• Payout Vendor: the company that will pay Creators under the Vendor Model (clause 15.5).
• Platform: the Nexfluence website and app at nexus.nexfluence.eu, the emails it sends, and the Tracked Links at go.nexfluence.eu.
• Platform Terms: the Platform Terms for Businesses and the Platform Terms for Creators (clause 1.6).
• Privacy Policy: Nexfluence's privacy policy published on the Platform.
• Promo Code: the discount code that links a customer's purchase to the Creator (clause 13.1(b)).
• Release: the Platform marking an amount as due for payment to the Creator (section 14).
• Release Condition: the event after which money may be released (clause 14.5).
• Reserve: the part of the Wallet balance recorded as committed to one Deal (clause 15.2). Under the Manual Model, no money is held for the Creator.
• Result: a KPI figure recorded for the Deal under section 13.
• Roster: the list of Creators a Business works with on the Platform.
• Sales Value: the amount defined in clause 13.4.
• Serious Breach: breaking section 8, clause 13.9 or a promise in section 23[, or ___]. The other party may then ask Support to cancel the Deal (clause 19.7).
• Social Network: a service where the Creator posts, such as Instagram, TikTok or YouTube.
• Stay-up Period: the time a post must stay public (clause 10.1).
• Support: Nexfluence's support team.
• Tracked Link: the short link at go.nexfluence.eu that the Platform gives the Creator (clause 13.1(c)).
• Usage Tier: the licence the Business gets to use the Content (clause 9.2).
• Vendor Model: the planned way of paying Creators through the Payout Vendor (clause 15.5).
• Verification: the moment a Deal becomes verified under clause 13.6. In short, this is when the Business records the first Result or confirms a matching sales report.
• Wallet: the Business's budget balance as recorded on the Platform (clause 15.1). The Wallet is a record, not a bank account, and Nexfluence holds no money in it. The free Wallet balance is the part not recorded as a Reserve for any Deal. The Wallet ledger is the list of entries that make up the balance.
• Working days: days other than Saturdays, Sundays and Latvian public holidays.

3. How a Deal is made

In short: The Business sends an Offer, and either side can counter. The Deal starts when one side presses Accept on the latest Offer and the Reserve is recorded.

3.1 The Business sends an Offer to a Creator in the Deal Thread.

3.2 The Creator may accept the Offer, decline it or send a counter-offer. The Business may then accept, decline or counter again. Each new Offer replaces the one before it, and the earlier Offer can no longer be accepted.

3.3 A Deal is formed when both of these happen:

• (a) a party presses Accept on the latest Offer sent to them; and
• (b) the Reserve is recorded (clause 15.2).

If the free Wallet balance cannot cover the Reserve, the acceptance has no effect and no Deal is formed.

3.4 The parties agree that pressing Accept on the Platform is their signature on the Deal. They also agree that it meets any requirement between them for the Deal to be in writing.

3.5 [Decided, not yet built] Every Offer expires 7 days after it is sent, unless it is accepted before then. On day 3, the Platform reminds the party who received the Offer. Nothing is reserved while an Offer is open.

3.6 [Decided, not yet built] Every Offer is made on the basis that the party who sent it may withdraw it at any time until it is accepted, even within the 7 days in clause 3.5. A withdrawal takes effect when it shows in the Deal Thread.

3.7 [Proposed] A Creator can have only one Open Deal or open Offer in each Campaign.

3.8 [Not built] How acceptance works.

• (a) Before a party presses Accept, the Platform shows the whole Offer, the Campaign Brief shown under clause 5.1, and a link to these Deal Terms with their version number.
• (b) Until the Offer is accepted, the party who sent it can correct a mistake by withdrawing it (clause 3.6) and sending a new one. The party who received it can send a counter-offer.
• (c) The Platform stores the Accepted Offer on the Deal page, where both parties can see it while their account is open. After that, a party can ask Support for a copy (clause 4.7).
• (d) After acceptance, the Platform emails both parties the Accepted Offer and a link to, or PDF of, the version of these Deal Terms that applies.
• (e) The Platform works in English and Latvian. These Deal Terms are published in both languages (clause 26.5).

4. What the Deal consists of, and the record

In short: A Deal is the Accepted Offer plus these Deal Terms. The Accepted Offer is the written record. Pay terms cannot change after acceptance.

4.1 A Deal is made of the following, read together:

• (a) the Accepted Offer, including the Campaign Brief as it was shown to the Creator before acceptance (clause 5.1). If only a Brief Summary was shown, see clause 5.2;
• (b) these Deal Terms, in the version shown on the Offer when it was sent (clause 27.1).

4.2 If the Accepted Offer and these Deal Terms conflict, the Accepted Offer wins, but only for its structured fields. These are the pay model, rates, amounts, KPI and unit, Cap, dates, Usage Tier, exclusivity, Release Condition and Holding Period. Free text in the Campaign Brief or the Deal Thread never overrides these Deal Terms. Some parts of these Deal Terms cannot be changed by an Offer at all, and win over the Accepted Offer. They are clauses 5.5 and 5.6, sections 8 and 16, clause 9.3, sections 20, 21 and 23, clauses 22.3 and 24.6, and section 28. Each of them says "cannot be changed by an Offer".

4.3 [Not built] The Accepted Offer is the written record of the Deal. Both parties can see it on the Deal page. The Platform also keeps, where both parties can see them:

• (a) the Deal Thread;
• (b) the Drafts and the Live Link;
• (c) the Results, with their source and evidence, and every correction to them.

4.4 [Not built] After acceptance, nobody can change the pay terms, even if both parties agree. The pay terms are the pay model, rates, amounts, KPI, unit and Cap. The same rule applies to the Release Condition and the Holding Period. To change any of them, the parties cancel the Deal (clause 19.6) and agree a new Offer.

4.5 Other details, such as a deadline, can change only if both parties agree in writing in the Deal Thread.

4.6 If the Business changes the Campaign Brief after acceptance, the Creator has to follow the change only if they agree to it in the Deal Thread. Otherwise, the Creator follows the Campaign Brief as it was at acceptance.

4.7 Keeping the records. Nexfluence keeps Deal records as follows:

• (a) the Accepted Offer, the Deal record and the Payout lines: for [LONGEST LEGAL PERIOD];
• (b) screenshots and other evidence of Results: for 12 months after the Campaign ends;
• (c) the Deal Thread: for [CONTRACT LIMITATION PERIOD] after the Deal ends.

A party whose account is closed can ask Support for a copy of its Deal records during these periods.

5. The Campaign Brief

In short: The Business describes the work in the Campaign Brief. The Creator must see everything that matters before accepting. The brief can never ask the Creator to hide the ad or say untrue things.

5.1 The Creator's view of the brief:

• (a) The Creator sees the Full Brief with the Offer, before accepting.
• (b) [Not built] Both parties can see the Full Brief on the Deal page until the Deal ends.

5.2 [Decided, not yet built] The Creator sees only a Brief Summary before accepting, and the Full Brief after acceptance. Once this is built:

• (a) only the Brief Summary is part of the Deal under clause 4.1(a);
• (b) a duty in the Full Brief that the Offer and the Brief Summary did not show binds the Creator only if the Creator confirms it in the Deal Thread;
• (c) [Proposed] the Full Brief may add a significant new duty that the Offer and the Brief Summary did not show. Examples are an extra post, another Social Network, a shorter deadline, exclusivity or a wider Usage Tier. The Creator may then cancel within [3] days of first seeing the Full Brief. That cancellation does not count under clause 19.4, and the Reserve returns to the Business's free Wallet balance.

5.3 The Business must make sure that the Offer and the Campaign Brief shown before acceptance show everything that matters to the Creator's decision:

• (a) the Deliverables and the Social Networks;
• (b) the deadlines;
• (c) any product the Creator will receive;
• (d) the Usage Tier (section 9);
• (e) any exclusivity (section 11);
• (f) any limit on what the Creator may post.

5.4 The Campaign Brief may cover:

• (a) key messages and topics to avoid;
• (b) mentions, tags and hashtags;
• (c) the Tracked Link or Promo Code;
• (d) formats, Social Networks and the number of posts;
• (e) deadlines.

5.5 (Cannot be changed by an Offer.) The Campaign Brief must not require the Creator to:

• (a) hide or play down the commercial relationship;
• (b) make false or misleading claims;
• (c) say they used the product if they did not, or give an opinion they do not hold;
• (d) break the law or the rules of the Social Network;
• (e) use material that belongs to someone else and that the Creator has no rights to.

5.6 (Cannot be changed by an Offer.) The Business is responsible for the product information and claims it supplies. For any factual claim it asks the Creator to make, the Business must hold evidence that the claim is true.

6. Product shipments

In short: If the Campaign ships a product, the Creator gives an address and the Business ships the product. The Business uses the address only for shipping, and any loss or damage before the parcel arrives is the Business's problem.

6.1 This section applies only when the Campaign ships a product to the Creator.

6.2 After acceptance, the Creator gives a postal address and phone number on the Deal page. The Business may use them only to send the product for this Deal, and may pass them to the courier. The Business must not use them for anything else, such as marketing. For this use, the Business is responsible for them under the GDPR (the EU General Data Protection Regulation; clause 21.6).

6.3 Saving and correcting the address:

• (a) The Platform saves the address the Creator gives.
• (b) [Proposed] The Creator may correct it until the Business marks the parcel as shipped.

6.4 The Business ships the product within [14] days of receiving the address. It marks the parcel as shipped on the Platform, with tracking where available. The Business marks the parcel as arrived on the Platform when it arrives.

6.5 Who sees the address, and when it is deleted:

• (a) [Decided, not yet built] The Business can see the address and phone number only until the parcel arrives.
• (b) [Not built] The Platform deletes them [90] days after the later of: the parcel arriving, or the end of any return under clause 6.9.
• (c) The Business must delete any copy it made outside the Platform within the same period.

6.6 [Proposed] Parcel not arrived. If the product has not arrived [10] days after it was marked as shipped, the Creator may report this on the Platform. If it still has not arrived [5] days later, the Creator may open a dispute with the reason "product not received". Each Content deadline that depends on the product moves back one day for every day the product takes to arrive after the first [10] days.

6.7 [Proposed] Business does not ship. If the Business has not shipped [14] days after the Creator gave the address, the Creator may cancel the Deal. The Reserve returns to the Business's free Wallet balance. A "did not ship" mark is added to the Business's profile under clause 19.13.

6.8 If the parcel is lost or damaged before it arrives, that is the Business's loss, not the Creator's.

6.9 The Creator [keeps the product / must return it at the Business's cost if the Offer says so].

6.10 If the product is unsafe, faulty or clearly different from its description, the Creator tells the Business in the Deal Thread. The Creator does not have to promote it and may open a dispute.

7. Deliverables and approval

In short: The Creator sends each Draft as a link. The Business approves it, approves it with corrections, or asks for changes. After approval, the Creator posts and submits the Live Link.

7.1 The Accepted Offer and the Campaign Brief set out:

• (a) the number and type of Deliverables;
• (b) the Social Networks and the Creator accounts to use;
• (c) the deadlines.

7.2 Draft. The Creator submits each Draft as a link to a file stored in the Creator's own storage, and makes sure the Business can open it. Nexfluence does not host Content.

7.3 Review. The Business reviews each Draft and chooses one of three outcomes:

• (a) Approve: the Creator may post the Draft as it is.
• (b) Approve with corrections: the Creator applies the Business's note and then posts, with no second review.
• (c) Request changes: the Creator revises the Draft and submits it again. This step may repeat.

7.4 Change requests must be based on the Campaign Brief, on factual accuracy or on the law. They must not ask for a new idea or a different kind of Content. The Creator may refuse a request that goes beyond the Campaign Brief. [Option, which the product does not enforce today: The Business may request changes no more than [2] times for each Deliverable.]

7.5 [Decided, not yet built] If the Business does not review. If the Business has not reviewed a Draft within 7 days of its submission, the Creator may post it, and the Draft counts as approved. Every Offer states this rule.

7.6 Posting. After approval, the Creator publishes the Content by the deadline, publicly, on the accounts named in the Offer. The post must carry the mark required by section 8. If the Campaign Brief asks for it, the post must also carry the Tracked Link or Promo Code. The Creator then submits the Live Link.

7.7 Checking the Live Link:

• (a) Anyone must be able to open the Live Link without logging in.
• (b) [Proposed] The Platform checks the Live Link once and refuses a link that does not respond.

7.8 Posting before approval:

• (a) The Creator must not post before approval, except under clause 7.5.
• (b) [Proposed] If the Creator posts before approval anyway, the post still counts as delivered, and the Platform tells the Business. The Business may open a dispute if the post does not follow the Campaign Brief.

7.9 The Platform sends reminders 3 days before a Content deadline and when a deadline has passed. If a reminder does not arrive, the deadline stays the same.

7.10 Content the Business publishes itself (UGC). UGC (user-generated content) here means Content the Business publishes itself, rather than a post on the Creator's accounts. For UGC Offers, the Deliverable is the approved file, delivered by link. Clauses 7.6 and 7.7 and section 10 do not apply. The Usage Tier is the one stated in the Offer [and if none is stated: ___].

8. Disclosure of advertising (cannot be changed by an Offer)

In short: Every post under a Deal must be clearly marked as advertising, in a language the audience understands. Neither party may weaken the mark.

8.1 Every post published under a Deal must be clearly marked as advertising. This includes posts paid only with product, a discount or commission. The Creator must:

• (a) switch on the Social Network's paid-partnership or branded-content label where one exists; and
• (b) add a clear mark in the post itself. The mark must:
  • (i) be in a language the audience understands, which is Latvian for a Latvian audience (for example "#reklāma");
  • (ii) appear at the start of the caption, visible without tapping "more";
  • (iii) for a video, be shown on screen at the start and during the video;
  • (iv) for stories, appear on every frame.

8.2 Keeping the mark:

• (a) The Business must not ask the Creator to hide, weaken or remove the mark.
• (b) [Proposed] The Platform adds the line "mark as paid partnership" to every Campaign Brief.

8.3 [Proposed] When the Creator submits the Live Link, the Creator confirms on the Platform that the post is marked.

8.4 Both parties must follow the rules that apply to the post. These include:

• (a) the Latvian Advertising Law;
• (b) the Unfair Commercial Practices Prohibition Law;
• (c) EU Directive 2005/29/EC on unfair commercial practices;
• (d) the guidance of the Consumer Rights Protection Centre (PTAC); and
• (e) the Social Network's rules.

8.5 The Business may only ask for promotion that the law allows for that product and for the Creator's audience. In particular:

• (a) Banned: the Business must not ask for tobacco, nicotine products or e-cigarettes to be promoted.
• (b) Restricted: alcohol, gambling, medicines, food supplements, financial products and crypto-assets may be promoted only within the rules for that category. The Business must set out those rules in the Campaign Brief.

Under the Platform Terms, Nexfluence may refuse Campaigns in banned categories.

8.6 Breaking this section is a Serious Breach (clause 19.7).

9. Ownership and usage licence

In short: The Creator keeps the rights in the Content. The Business gets only the Usage Tier stated in the Offer. If no tier is stated, the Business may only repost the Content without paying to promote it (tier 1).

9.1 The copyright and related rights in the Content belong to the Creator, or to the author the Creator holds the rights from (for example, when the Creator is a company). The Business owns its trademarks, logos, product images and any other material it supplies. The Creator may use the Business's material only for the Deal.

9.2 The Business receives only the licence for the Usage Tier stated in the Accepted Offer. If the Offer names no tier, tier 1 applies. Each tier includes, within its limits, the right to use the Creator's performance in the Content and the Creator's name, likeness and voice as they appear in the Content.

• Tier

  1. Organic repost only (default)

  What the Business may do

  Share, repost or embed the Content as published, crediting the Creator, on the Brand's own unpaid ("organic") accounts on Social Networks [and website]. Only the Social Network's own share, repost and embed tools may be used. No paid promotion.

  Where

  [The Baltic states / the EU / worldwide]

  For how long

  [As long as the original post stays public]

• Tier

  2. Paid ads for a period

  What the Business may do

  Everything in tier 1, plus paid ads for the Brand. The Business may: (a) pay the Social Network to show the post to more people ("boosting"); (b) run the Content as an ad from the Brand's account; or (c) run it as a partnership ad through the Creator's account, if the Creator gives access. Only light edits are allowed: cropping, resizing, subtitles, translated captions and shortening.

  Where

  [The Baltic states / the EU / worldwide]

  For how long

  The period stated in the Offer, [default: 3 months from the day the Creator submits the Live Link]. Ads must stop when the period ends.

• Tier

  3. Buyout

  What the Business may do

  Use the Content for the Brand in any media, paid or unpaid. This includes editing it, combining it with other material, and letting the Client and the Brand's advertising agencies do the same. [Only the Business may use the Content, and the Creator may not license it to anyone else. / The Creator may also license the Content to others.]

  Where

  [Worldwide / the territory stated in the Offer]

  For how long

  [Without time limit / the period stated in the Offer]

9.3 (Cannot be changed by an Offer.) In every tier:

• (a) The Business may use the Creator's name, handle, image and voice only as they appear in the Content, and only for the Brand named in the Offer.
• (b) The Business must not use the Content to suggest that the Creator endorses anything else. It must not use the Content in a way that harms the Creator's reputation, or in [political, adult or gambling] advertising.
• (c) The Business must not edit the Content in a way that changes its meaning.
• (d) The Business must not use the Content to train artificial intelligence, or to make a synthetic or altered version of the Creator's face, body or voice, without the Creator's separate written consent.
• (e) The Creator may keep the post on their own accounts, show it in their portfolio and show it on their Nexfluence profile.

9.4 If the Business runs the Brand for a Client, it may let the Client use the licence on the same terms. The Business stays responsible for how the Client uses it.

9.5 Under Latvian law, the author keeps their moral rights. These are the right to be named as the author and the right to stop changes that distort the work. The Creator accepts the edits that the licensed tier allows.

9.6 The Creator must hold the rights to everything in the Content, such as music, fonts and the faces of people in it. Those rights must cover the use the tier allows. Music from a Social Network's library is often licensed only for unpaid posts. For tiers 2 and 3, the Creator must get a music licence that covers paid ads, or remove the music.

9.7 [Option: The rights in tiers 2 and 3 start once the Creator has been paid in full for the Deal.]

9.8 When a licence period ends, the Business stops any new use and ends paid ads. Organic reposts made during the period [may stay up / must be removed if the Creator asks].

9.9 The Creator's Amount in the Accepted Offer is the full payment for the licence in the stated tier.

10. Minimum stay-up period

In short: The Creator keeps each post public and unchanged for at least [30] days, with a few exceptions.

10.1 [Proposed] The Creator keeps each published post public and unchanged for at least [30] days from the day the Creator submits the Live Link (the "Stay-up Period"). The Offer may set a longer period.

10.2 During the Stay-up Period, the Creator must not:

• (a) delete, archive, hide or make the post private;
• (b) edit it to remove the brand mention, tags, mark or link.

10.3 The Stay-up Period does not apply if:

• (a) the law or the Social Network requires the post to change;
• (b) the Business asks for the change;
• (c) the Social Network removed the post for a reason other than the Creator breaking its rules;
• (d) keeping the post up puts the Creator's safety at risk.

In case (d), the Creator tells Support as soon as they can.

10.4 A story disappears on its own after its normal time, usually 24 hours. For a story, that time is enough. If the Offer asks for a highlight, the story must stay in the Creator's highlights (the stories kept on their profile) for the whole Stay-up Period.

10.5 If a post is deleted during the Stay-up Period, either party may open a dispute about it (section 20).

11. No exclusivity unless stated

In short: Neither side is tied to the other unless the Accepted Offer says so in detail.

11.1 A Deal is not exclusive unless the Accepted Offer says so. Without that, the Creator may work with anyone, including the Business's competitors, and the Business may work with any creator.

11.2 If a Deal is exclusive, the Accepted Offer must state:

• (a) the products, brands or category it covers;
• (b) the Social Networks;
• (c) the period; and
• (d) the territory.

Exclusivity covers only what is written. If the wording is unclear, it is read in the way that limits the Creator least.

12. Pay models

In short: Each Deal uses one pay model, shown in the Offer in plain words with amounts in euro. Estimates are not promises.

12.1 Each Deal uses one pay model. The Offer shows the model in plain words, with amounts in euro.

• Model

  Flat fee

  How the Creator earns

  A fixed amount for the Deliverables. No KPI.

  Where the number comes from

  Delivery of the Content, then the Release Condition. Verification still needs a Result (clause 13.6).

• Model

  Per result

  How the Creator earns

  A rate for each unit of one KPI. Examples: every 1,000 views, 100 engagements, 10 saves, one click, one signup or one download. The Offer states the unit. Only complete units count: at a rate for every 1,000 views, 1,999 views earn the same as 1,000.

  Where the number comes from

  Section 13

• Model

  Commission on promo-code sales

  How the Creator earns

  A percentage of the Sales Value matched to the Creator's Promo Code.

  Where the number comes from

  The sales report (clause 13.1(b))

• Model

  Hybrid

  How the Creator earns

  A flat base plus pay for results, commission or both, as the Offer states.

  Where the number comes from

  Both of the above

• Model

  Ladder

  How the Creator earns

  Commission only. [Not built] When the Creator's sales pass the level set in the Offer, the Platform tells the Business. The Business may then offer a Flat fee Deal or a Retainer, but does not have to.

  Where the number comes from

  The sales report

• Model

  Retainer

  How the Creator earns

  [Not built] A fixed monthly amount for a fixed number of posts each month, for [the number of months stated in the Offer, at most [12]]. Today a Retainer Deal pays one fixed amount, once.

  Where the number comes from

  Delivery each month

12.2 The Offer may show estimated earnings under "What this deal means for you". These are estimates, not promises. The Creator is paid on the actual Results, within the limits in clause 15.3.

12.3 All amounts are in euro and are rounded to the nearest cent. When an amount is exactly half a cent, it goes to the even cent: EUR 10.125 becomes EUR 10.12, and EUR 10.135 becomes EUR 10.14. Rounding happens once, at the end of each calculation.

12.4 Promo Code validity (the Code Window). A Promo Code counts only for sales made during the period the Offer states for it, the "Code Window". If the Offer states no period, the Code Window is the Measurement Window (clause 13.3). Sales made outside the Code Window are not Results, are not owed, and need not appear in a sales report. The Business may deactivate the Promo Code at its shop when the Code Window ends, and not before, and may not change the discount the code gives while the Deal is open, unless the Deal is cancelled under clause 19 or the Creator agrees in the Deal Thread. [Company: the Platform does not enforce the Code Window; the Business applies it when it uploads a sales report. The offer screen does not show a Code Window yet.]

13. Results: how they are measured and verified

In short: The Business records Results by hand or from a sales report, and both parties can see them. The first Result the Business records verifies the Deal and starts the Holding Period.

13.1 The Offer states the KPI. A Result can come from these sources:

• (a) Typed by the Business. The Business records the figure, the date it applies to, and evidence such as a screenshot or link. Until Social Network data can be connected (clause 13.1(d)), every view, reach, engagement and follower figure is typed by hand and labelled "self-reported".
• (b) Sales report. The Business uploads a report with only these columns: date, Promo Code, discount, quantity and Sales Value.
  • (i) The report must not contain personal data of the Business's customers, such as names, email addresses or postal addresses. The Platform may reject a report that has other columns, or delete those columns.
  • (ii) The Platform matches Promo Codes to the Creator, ignoring upper and lower case, and adds up the Sales Value.
  • (iii) Each report the Business confirms replaces the sales figure from any earlier report for that Deal, even if the reports cover different periods.
  • (iv) [Proposed] So each report should cover all sales from the start of the Measurement Window.
  • (v) Codes that match no Creator are listed for the Business to assign. The Business must check each match before it confirms a report.
  • (vi) Until the Platform issues Promo Codes, the Promo Code is agreed in the Campaign Brief or the Deal Thread. The Platform does not issue it. The Platform saves it on the Deal only after a sales report is matched to it.
• (c) Tracked Link. The Platform counts clicks on the Creator's Tracked Link. It counts at most one click for each visitor in any 24 hours and ignores known bots. To tell visitors apart without a cookie, it uses a scrambled ("hashed"), shortened form of the visitor's IP (internet) address and browser details. It also records which website the visitor came from. The Privacy Policy describes this. For Deals paid on clicks, the clicks are copied into the Deal's Results once a night.
• (d) [Planned] Connected Social Network data. Once a Creator connects an Instagram or TikTok account, figures will be read automatically and labelled so that they can be told apart from self-reported figures.

13.2 Both parties can see each Result on the Deal page, labelled with its source.

13.3 [Proposed] Measurement Window. Results count up to [30] days after the day the Creator submits the Live Link, unless the Offer says otherwise. This is the "Measurement Window". For commission, sales count from [the day the Creator submits the Live Link] to [DATE / number of days]. The Platform does not enforce the Measurement Window. The Business applies it when it records Results.

13.4 Sales Value means [the price the customer paid after discount, excluding VAT and shipping]. The Business must upload the Sales Value on this basis. The Platform does not adjust it.

13.5 The Business records Results honestly, completely and promptly, including every sale made with the Creator's Promo Code. It keeps the source records for [12 months] after the Campaign ends and shows them to Support on request during a dispute.

13.6 Verification. A Deal is verified when the Business either:

• (a) records a first Result on the Deal after the Creator has submitted the Live Link; or
• (b) confirms a sales report that matches the Deal.

This applies to every pay model. For a Flat fee or Retainer Deal, the Business verifies it the same way, by recording a Result (for example, the post's views). Tracked Link clicks and connected Social Network data do not verify a Deal. At Verification, the Platform calculates the Creator's Amount and the Holding Period starts.

13.7 Results after Verification. [Option A: Results recorded after Verification and before Release update the Creator's Amount. / Option B: The Creator's Amount is fixed at Verification.]

13.8 [Proposed] If the Business records nothing. The Creator may open a dispute if no Result is recorded within [14] days after the Creator submits the Live Link. For commission, the [14] days start when the Measurement Window ends.

13.9 Fair play.

• (a) The Creator must not inflate Results by any artificial means. Examples are bought views or followers, bots, click farms, clicking their own link, and buying with their own Promo Code to earn commission.
• (b) The Creator must not post their Promo Code on coupon websites unless the Campaign Brief allows it.
• (c) The Business must not under-report or hold back sales, and must not cancel orders to avoid commission.
• (d) Breaking this clause is a Serious Breach. Support may reduce the payment or cancel the Deal (section 20).

13.10 A party who thinks a Result is wrong must open a dispute with the reason "numbers wrong" before Release. A dispute opened after Release cannot change the amount released, even if the Payout has not been made yet. For disputes after the Payout, see clause 20.9.

14. Caps, holding periods and release

In short: Money is released only when the Release Condition is met, the Deal is verified, the Holding Period is over and no dispute is open.

14.1 Cap. The Offer may set a Cap: the most the Business will pay the Creator under the Deal. The Cap applies to the Creator's Amount, before any Fee is deducted. The Business pays no Fee on top of the Creator's Amount (clause 16.1), so the Cap is also the most the Business pays under the Deal. Once the Creator's pay reaches the Cap, more Results add nothing.

14.2 Holding Period. The Business sets the Holding Period for each Campaign, between 0 and 30 days, and the Offer states it. Every Campaign starts with 30 days, which the Business may change to anything from 0 to 30. For commission, 30 days is advised, because customers can get refunds. The Holding Period starts at the moment of Verification and runs in 24-hour steps. Release can happen at the next nightly run after it ends (clause 14.7).

14.3 During the Holding Period, the Business may upload a corrected sales report. The corrected figures replace the old ones (clause 13.1(b)(iii)), and the Creator's Amount changes to match.

14.4 [Proposed] If a customer gets a refund after the Payout, that is the Business's loss. Nothing is taken back from the Creator unless the Creator broke clause 13.9 (fair play).

14.5 [Not built] Release Condition. The Offer states one of three conditions:

• (a) when the Business approves the Content, including approval with corrections or approval under clause 7.5;
• (b) when the Creator submits the Live Link;
• (c) when the Business confirms: this condition is met when the Business verifies the Deal (records the first Result) or presses "Confirm" on the Deal page.

14.6 Money is released only when all of these are true:

• (a) the Release Condition is met;
• (b) the Deal is verified;
• (c) the Holding Period has ended;
• (d) no dispute is open.

14.7 Once every condition in clause 14.6 is met, Release happens in one of two ways:

• (a) the Business presses Release on the Platform; or
• (b) the Platform makes the Release automatically in its next nightly run.

15. Wallet, Reserve and payment

In short: The Business records its budget in the Wallet, and accepting a Deal records a Reserve. At Release, the Creator's pay is limited by the Reserve. Until the Vendor Model starts, the Business pays the Creator itself by bank transfer and marks the Payout paid. No money passes through Nexfluence.

15.1 [Not decided] The Business records money in its Wallet by entering the amount and the reference of a bank transfer it made [to RECIPIENT OF THE TRANSFER]. The Wallet balance is the amount the Business records. Nexfluence does not check that any transfer was made. Under the Manual Model, Nexfluence does not receive or hold money for the Creator. Cards are not accepted.

15.2 Reserve. When a Deal is accepted, the Platform records part of the free Wallet balance as the Reserve for that Deal. The Reserve is:

• (a) the Cap, if the Offer sets one;
• (b) otherwise, the estimate the Business entered in the Offer, if any;
• (c) otherwise, the fixed amount in the Offer: the fee for a Flat fee or Retainer, or the base for a Hybrid. For a Per result or Commission Deal with no Cap and no estimate, the Reserve is EUR 0.

Under the Manual Model, the Reserve is only a record of the Business's commitment. No money is held for the Creator, and the Creator's claim for payment is against the Business only.

15.3 What is released.

• (a) At Release, the amount released is the lower of the Creator's Amount and the Reserve. Any part of the Reserve not released returns to the Business's free Wallet balance.
• (b) [Not decided] [Option A: The Business still owes any part of the Creator's Amount above the Reserve. It must top up its Wallet within [7] days of Verification so that the difference can be released. This is not built: today any amount above the Reserve is not recorded or paid. / Option B: The Creator's pay is limited to the Reserve, so the Reserve works as a Cap. The Offer must show this before the Creator accepts.]
• (c) [Proposed] Until Option A is built, every Per result and Commission Offer must set a Cap.

15.4 Manual Model. Until the Vendor Model starts (clause 15.5):

• (a) After Release, the Business creates the Payout on the Platform by pressing "Calculate payouts". The Payout shows the Creator's Amount, the 4% Fee and the amount the Creator receives on separate lines (clause 16.2(a)). [Planned] Under the Vendor Model, the Platform will create Payouts itself.
• (b) The Business approves the Payout, exports the payment list, and pays the Creator the amount due under section 16 by bank transfer within [14] days of Release. It makes one transfer for each Payout, with the Payout's reference on the Platform as the payment reference. It matches each payment by that reference and the amount, not by the Creator's name.
• (c) The Creator gives the Business the payee name and IBAN for payment [HOW: in the Deal Thread / outside the Platform]. [If the Deal Thread is used, Nexfluence stores these details as part of the Deal Thread, and the Privacy Policy must say so.]
• (d) The Business marks the Payout as paid on the Platform, with the bank reference of the transfer.
• (e) [Proposed] If the Payout is not marked paid [14] days after Release, the Platform emails the Business and Support. The Creator's Money page then shows "waiting on the brand since" and the date.
• (f) [Not built] A transfer marked as paid may not arrive, or may be sent back. If so, the Creator tells Support or opens a dispute with the reason "payment not received". Support may then mark the Payout as unpaid again.
• (g) If the Business pays late, the Creator may claim late-payment interest under Latvian law. Where the Creator acts as a business, the Creator may also claim a fixed EUR 40 for the cost of recovering the debt.

15.5 [Planned] Vendor Model.

• (a) Nexfluence plans to switch on Payouts through [Abillio / PAYOUT VENDOR]. After the switch, Payouts will be made through the Payout Vendor, [set up so that the Business pays the Payout Vendor directly].
• (b) To be paid this way, the Creator becomes a member of the Payout Vendor's cooperative society (a company owned by its members) and accepts the Payout Vendor's terms. The Payout Vendor then issues the invoice to the Business for the Creator. It also handles Latvian tax for the Creator's pay and DAC7 reporting to the extent clause 18.6(f) allows. DAC7 is an EU rule that makes platforms report sellers' income to the tax office.
• (c) When the Vendor Model applies to a Deal, the Creator agrees to deliver and invoice the Deal through the Payout Vendor. The Business accepts the Payout Vendor's invoice as the Creator's invoice.
• (d) A Creator who does not want to become a member [continues to be paid under the Manual Model / may cancel the Open Deals the switch covers, without it counting under clause 19.4].
• (e) Nexfluence will give at least [15] days' notice by email before the switch, and will say which Deals it covers.

15.6 The Business has paid a Payout once [the amount due to the Creator under section 16 has reached the Creator's account (Manual Model) / the amount has been paid to the Payout Vendor (Vendor Model)].

15.7 If Nexfluence ever holds money for a Business, paying back the Business's free Wallet balance is covered by the Platform Terms.

16. Fees (cannot be changed by an Offer)

In short: 4% of the Creator's Amount is deducted from each Payout, so a EUR 100 Deal pays the Creator EUR 96. The Business pays the Creator's Amount plus a 6% Business Fee to Nexfluence, set aside together when the Deal starts, so a EUR 100 Deal costs the Business EUR 106. Each side sees its own fee and not the other's. Live since 27 September 2026.

16.1 Fees (live since 27 September 2026, migration 0036). In this version of the Deal Terms:

• (a) 4% of the Creator's Amount is deducted from each Payout as Nexfluence's fee to the Creator. The Creator receives the Creator's Amount less 4%. The rate is fixed on the Deal when the Creator accepts.
• (b) The Business pays the Creator's Amount plus the Business Fee, 6% of the Creator's Amount, to Nexfluence. Both are set aside from the Business's Wallet together the moment the Business starts the Deal (clause 15), and the rate is fixed on the Deal at that moment. The Business Fee never reduces the Creator's Amount.
• (c) There is no campaign fee.

16.2 How the fees are shown and agreed.

• (a) Before the Creator accepts, the Offer shows the Creator's Amount, the 4% and the amount the Creator will receive. The Creator's Deal page and each of the Creator's Payout lines show the same.
• (b) By accepting the Offer, the Creator agrees to the deduction. The Creator's contract with Nexfluence for this fee is in the Platform Terms for Creators.
• (c) Before the Business sets the money aside, the Deal page shows the Creator's Amount, the 6% and the total. The Business's Wallet, its Payout lines and its export show the same. The Business does not see the Creator's 4% or what the Creator receives after it; the Creator does not see the Business Fee.
• (d) Under the Vendor Model, the Payout Vendor charges Nexfluence 3% of each Payout. Nexfluence pays it out of the 4%. It is never added to what the Business pays, and never deducted from the Creator on top of the 4%.
• (e) Under the Manual Model, [the Business pays 96% to the Creator and 4% to Nexfluence / Nexfluence invoices the Creator for the 4%]. PRD section 6 assumes the 4% applies to Manual Model Payouts too, until the company decides otherwise.
• (f) The 6% and the 4% are amounts before VAT; VAT is dealt with in the Platform Terms of each side.

16.3 Neither side sees the other side's fee on any screen (clause 16.2(c)).

16.4 Tax that the Payout Vendor or the Business must hold back by law (section 18) is not a Fee.

16.5 Fees are charged only on amounts actually released and paid out. On a partial release (clause 20.6(b)), both Fees are charged only on the part released, and the unused part of the Business Fee returns to the Business's Free Balance with the unused Creator's Amount. On cancellation, no Fee is charged and the whole hold returns.

16.6 Fees change only through a new version of these Deal Terms or the Platform Terms (section 27), never through an Offer.

17. Nexfluence's role in payments

In short: Under the Manual Model, Nexfluence only keeps the records. It does not receive, hold or send money for anyone.

17.1 Under the Manual Model, the Business appoints Nexfluence to keep the Wallet ledger for it. Under these Deal Terms, Nexfluence records on the ledger:

• (a) Reserves, and what returns to the free Wallet balance;
• (b) Releases;
• (c) when Release is stopped or allowed again under section 20;
• (d) Payouts, and when they are marked paid.

17.2 Under the Manual Model, Nexfluence does not receive money for Creators, hold it or send it to them. When Nexfluence keeps these records, it acts for the Business only. How Support decides disputes is set out in section 20.

17.3 [Planned] Nexfluence's role under the Vendor Model will be set out in the notice under clause 15.5(e) and in the Platform Terms.

17.4 Nexfluence's liability to either party, including for these records, is set out only in the Platform Terms.

18. Taxes, invoices and reporting

In short: Each party handles its own taxes, but the Business may have to hold back tax for some Creators. Nexfluence must collect some details from Creators and report their pay to the tax office.

18.1 Each party is responsible for its own taxes, subject to clause 18.2.

18.2 [Not decided] Creators who are private persons. Until the Vendor Model starts:

[Option A: Only Creators who are registered for economic activity (self-employed) or are companies may accept Deals under the Manual Model.]

[Option B: Where Latvian law makes the Business, as the payer, hold back tax or report the payment to the State Revenue Service (VID), the Business does so. The Creator gives the Business the identification details needed for that, such as their personal code. The Business uses them only for that purpose.]

Otherwise, the Creator declares their income from Deals and pays their own taxes and social contributions, unless the Payout Vendor holds them back under clause 15.5.

18.3 Amounts in the Offer are [exclusive of VAT; if the Creator is registered for VAT, VAT is added / outside the scope of VAT].

18.4 Under the Manual Model, [the Creator invoices the Business / no invoice is issued / OTHER]. An invoice needs the Business's legal details (clause 21.5).

18.5 [Planned] Before the first Payout, the Creator states their tax status: self-employed, company or private person.

18.6 [Not built] DAC7 reporting. DAC7 (Council Directive (EU) 2021/514) is an EU rule that makes platforms report sellers' income to the tax office. Under DAC7, Nexfluence must collect details from Creators and report their pay, including under the Manual Model.

• (a) Nexfluence collects from each Creator:
  • (i) for a person: name, main address, tax identification number (TIN) and the country that issued it, and date of birth;
  • (ii) for a company: legal name, address, TIN, registration number and VAT number.
• (b) By 31 January each year, Nexfluence reports to the State Revenue Service (VID), for the year before, the pay each Creator received in each quarter and the Fees Nexfluence charged.
• (c) Nexfluence tells each Creator what it will report before it reports it.
• (d) If a Creator does not give the details after two reminders, and not earlier than 60 days after the first request, Nexfluence closes the Creator's account. Under the Vendor Model, Nexfluence may also hold back payment. Under the Manual Model it cannot, because it does not pay.
• (e) The Creator gives any other information that Nexfluence or the Payout Vendor must, by law, collect and report.
• (f) If the Payout Vendor reports the same details, Nexfluence relies on that only where the law allows it and the Payout Vendor provably reports them.

19. Cancellation, silence and exits

In short: What happens when one side goes quiet, cancels or leaves. When a Deal is cancelled, the Reserve returns to the Business's free Wallet balance unless Support decides otherwise.

19.1 [Decided, not yet built] Creator does not start. The Business may cancel the Deal if, 14 days after acceptance, the Creator has sent no Draft and has given no address (when the Deal ships a product). The Reserve returns to the Business's free Wallet balance.

19.2 [Decided, not yet built] Business does not review a Draft. See clause 7.5.

19.3 [Proposed] Business does not ship. See clause 6.7.

19.4 [Decided, not yet built] Creator cancels. The Creator may cancel a Deal before submitting the first Draft, giving a reason, [once for each Business / once in any [12] months]. The Reserve returns to the Business's free Wallet balance. Any product received is [kept / returned under clause 6.9]. The cancellation is shown as a mark under clause 19.13. The Platform tells the Creator this before they confirm the cancellation.

19.5 Business cancels. The Business can cancel an accepted Deal on its own only under clause 19.1 or clause 19.12. Otherwise, it must agree the cancellation with the Creator (clause 19.6) or open a dispute (clause 19.7). [Option: the Business may cancel before the first Draft by paying [the flat fee / the base / a cancellation fee of ___].]

19.6 Both agree. The parties may agree in the Deal Thread to cancel the Deal or to split the Reserve. One of them then opens a dispute with the reason "other", and Support resolves it as agreed, by cancellation or partial release (clause 20.6).

19.7 Serious Breach. If one party commits a Serious Breach, the other may open a dispute and ask Support to cancel the Deal.

19.8 Rosters.

• (a) [Decided, not yet built] The Creator may leave a Business's Roster when they have no Open Deal with it.
• (b) [Decided, not yet built] The Business may remove a Creator from its Roster at any time. Removing a Creator does not end any Open Deal, and past Deals keep their records.

19.9 [Decided, not yet built] Campaigns. A Campaign cannot be completed or archived while it has an Open Deal.

19.10 [Proposed] Account deletion.

• (a) A party can delete their account only when they have no Open Deal and no money reserved or owed on any Deal. This protects both parties' legal claims and lets Nexfluence meet its legal duties (GDPR Article 17(3)(b) and (e)).
• (b) When an account is deleted, Nexfluence erases the personal data it is not required to keep. It keeps the Deal records in clause 4.7, the Payout lines and the DAC7 details (clause 18.6) for the periods stated there, with access restricted. It deletes them when those periods end.
• (c) Each party keeps its own copies of Deal records under its own legal duties. Nexfluence cannot delete those copies.

19.11 Effect of cancellation. The Reserve returns to the Business's free Wallet balance unless Support decides otherwise. The Business gets no licence to Content that was never posted or delivered. Content that was posted and paid for keeps its licence under section 9. If Content was posted but the Deal is cancelled before the Payout, the Business [keeps tier 1 only / gets no licence].

19.12 Creator under 18. If it turns out that a Creator was under 18 when the Deal was made, either party may cancel the Deal. The Reserve returns to the Business's free Wallet balance. The Business gets no licence to the Content beyond what the law allows.

19.13 [Not built] Marks on profiles. Where these Deal Terms put a mark on a profile (clauses 6.7 and 19.4):

• (a) only signed-in [Businesses, for a mark about a Creator / Creators, for a mark about a Business] [and Support] can see it. It never appears on a public profile page;
• (b) it shows the fact and the date in neutral words, with no warning attached;
• (c) it is removed after [12] months;
• (d) the party it is about may add a short reply, and may ask Support to correct or remove a mark that is wrong.

20. Disputes (cannot be changed by an Offer)

In short: Either side can open a dispute, which stops Release on the Platform. Support decides to release, release part or cancel, and writes a note explaining why. The courts stay open to both sides.

20.1 Opening a dispute:

• (a) Either party may open a dispute from the Deal page, from acceptance until the Deal is paid. For disputes after the Payout, see clause 20.9.
• (b) The party chooses a reason from this list, and may add text and links to evidence:
  • (i) content not as briefed;
  • (ii) post not live;
  • (iii) numbers wrong;
  • (iv) product not received;
  • (v) payment not received;
  • (vi) other.
• (c) [Proposed] There can be one dispute for each Deal.

20.2 Effect of a dispute:

• (a) Opening a dispute stops Release on the Platform: nothing is released until the dispute is resolved. A marked message appears in the Deal Thread, and both parties and Support are emailed. Under the Manual Model no money is held, so a dispute does not freeze any money. It only stops the Platform from making a Release.
• (b) [Not built] While a dispute is open, a Payout already created cannot be approved or marked paid.

20.3 Nexfluence encourages the parties to solve the problem together in the Deal Thread first. If they agree a solution, they tell Support.

20.4 Support reviews:

• (a) the Accepted Offer and the Campaign Brief;
• (b) the Deal Thread;
• (c) the Drafts and the Live Link;
• (d) the Results and their evidence.

Support may ask either party for more information. Each party replies within [5] working days.

20.5 [Proposed] Support replies within [2] working days after the dispute is opened. It decides within [10] working days after the dispute is opened, or after it receives the information it asked for, if that is later.

20.6 Support makes one of three decisions, always with a written note that both parties can see:

• (a) release in full: release the Creator's Amount, up to the Reserve;
• (b) release part: release a stated amount, with the rest of the Reserve returning to the Business's free Wallet balance;
• (c) cancel the Deal, with the Reserve returning to the Business's free Wallet balance.

20.7 Support decides on the Deal, these Deal Terms and the evidence. Its decision is an instruction to the Platform about Release. It is not an arbitration award and does not decide the parties' legal rights. There is no appeal to Nexfluence against it, and the Platform carries it out. A party who is unhappy with how Support handled a dispute may complain under clause 20.11.

20.8 Either party may still go to court (section 28) or use any other right the law gives them. The Platform does not reverse a Release or Payout that has already happened unless a court orders it.

20.9 [Proposed] A party may open a dispute after the Payout. Before it does, the Platform tells them that no Release can be stopped and no money can be moved. Support writes down its view of what should happen.

20.10 Nexfluence's liability for a dispute decision is set out in the Platform Terms.

20.11 Complaints about Nexfluence itself, including how Support handled a dispute, go through the complaint system in the Platform Terms. Businesses may also ask an independent mediator for help. A mediator helps both sides reach an agreement. The Platform Terms name [MEDIATOR 1] and [MEDIATOR 2], once they have agreed to act. [Creators may also use them. / Creators use the complaint system only.]

20.12 Nexfluence earns Fees on Payouts (section 16), so it has a financial interest in money being released. Support must decide only as clause 20.7 says. Fees are charged only as clause 16.5 says.

20.13 [Not decided] When Nexfluence is the Business (clause 1.8), Support does not decide disputes on that Deal. [An outside mediator / a named person who does not work on the Campaign] decides them instead, under the same rules.

21. Personal data between the parties (cannot be changed by an Offer)

In short: Each party uses the other's personal data only for the Deal. The Business sees only what it needs to ship and to pay.

21.1 Each party uses personal data it receives through a Deal only for that Deal, and in line with the GDPR.

21.2 The Platform does not show the Business a Creator's login email address, apart from the address the Business itself used to invite the Creator. The Business writes to the Creator in the Deal Thread.

21.3 [Decided, not yet built] The Business sees the Creator's postal address and phone number only until the parcel arrives (clause 6.5).

21.4 The Business never sees the Creator's earnings from other businesses. It sees the Creator's tax details only as clause 18.2 allows. Under the Manual Model, the Business receives the Creator's payee name and IBAN (clause 15.4(c)) only to pay that Deal. It deletes them when its own legal retention period ends. Under the Vendor Model, the Business does not receive them.

21.5 [Not built] Before a Creator accepts, the Offer shows the Business's legal name, registration number, registered address and country, and the name of the Client if the Business runs the Brand for a Client. In the Deal Thread, the Creator also sees the contact person's first name.

21.6 Roles under the GDPR:

• (a) Each party is separately responsible, as a "controller" under the GDPR, for the personal data it receives from the other through a Deal.
• (b) The Business is responsible for the Creator's address and phone number only for shipping. The Privacy Policy gives the Creator the information about this use on behalf of both Nexfluence and the Business.
• (c) [Not decided] For material the Business uploads (screenshots, sales reports, product information), Nexfluence acts as [a separate controller / a processor for the Business, under a data processing agreement in the Platform Terms].
• (d) Nexfluence's own use of personal data is covered by the Privacy Policy.

22. Confidentiality

In short: The Creator keeps the brief and launch details secret until they are public, and both parties keep the pay terms secret. Nobody is stopped from reporting to a regulator or from marking the ad.

22.1 The Creator keeps the following confidential: the Full Brief, details of products not yet on sale, and launch dates. This lasts until the Business makes them public or the Content goes live.

22.2 Each party keeps confidential the Deal's pay terms and any non-public information about the other party, for [12 months] after the Deal ends. A party may share them:

• (a) with its advisers;
• (b) with tax authorities, any other regulator (such as PTAC or the Data State Inspectorate) or a court;
• (c) where the law requires or allows it, including in a report made in good faith or as a whistleblower.

22.3 (Cannot be changed by an Offer.) This section never stops the Creator from disclosing the relationship as section 8 requires.

22.4 Support can access Deal records when needed to run the Platform, resolve disputes or meet legal duties, as described in the Privacy Policy.

23. Each party's promises (cannot be changed by an Offer)

In short: The Creator promises that the Content is theirs and honest. The Business promises that its product and claims are lawful and true. Both promise that they are not under sanctions.

23.1 The Creator promises that:

• (a) the Creator is at least 18;
• (b) the accounts named are the Creator's own, and any figures the Creator typed are honest;
• (c) the Content is the Creator's own work, or the Creator holds the rights under clause 9.6;
• (d) the Creator has the written consent of every person who can be recognised in the Content, and of a parent or guardian for anyone under 18. The Creator keeps these consents and shows them to the Business on request;
• (e) opinions in the Content are the Creator's real opinions;
• (f) the Content follows section 8, the law and the Social Network's rules, and is not unlawful, hateful or deceptive.

23.2 The Business promises that:

• (a) it has the right to act for the Brand and, where it runs the Brand for a Client, for the Client;
• (b) the product is lawful and safe and matches its description;
• (c) the claims it supplies are true and backed by evidence;
• (d) the material it supplies does not infringe anyone's rights;
• (e) the product may lawfully be advertised in the way it asks;
• (f) it will pay what the Deal requires;
• (g) everyone who uses its account is authorised to make Deals for it, and it is bound by every acceptance made from its account.

23.3 Sanctions. Each party promises that:

• (a) it is not a person on an EU or Latvian sanctions list, and is not owned or controlled by one;
• (b) the Deal does not provide advertising or any other service to a Russian entity, or anyone else, where EU sanctions forbid it.

Under the Platform Terms, Nexfluence may block Offers or cancel Deals where there is a sanctions risk.

24. Liability between the parties

In short: Each party pays for loss caused by its own breach, up to a limit. The limits do not apply to serious wrongdoing.

24.1 If a party breaks the Deal, it pays the other party for the loss that results directly.

24.2 The Business pays the Creator's reasonable costs and losses, including reasonable costs of defending the claim, from a claim by someone else or by an authority that arises from:

• (a) the Business's product;
• (b) claims the Business supplied;
• (c) material the Business supplied;
• (d) instructions or approvals by the Business that break section 8.

24.3 The Creator pays the Business's reasonable costs and losses, including reasonable costs of defending the claim, from a claim by someone else or by an authority that arises from:

• (a) Content that infringes someone's rights;
• (b) statements the Creator made outside the Campaign Brief;
• (c) Content published without the mark required by section 8.

Under clauses 24.2 and 24.3, fines are covered only to the extent the law allows.

24.4 Neither party pays the other for indirect loss, such as lost profit or lost opportunity, [to the extent Latvian law allows].

24.5 The most either party has to pay the other under a Deal is [the total amount payable to the Creator under that Deal / EUR ___].

24.6 (Cannot be changed by an Offer.) The limits in clauses 24.4 and 24.5 do not apply to:

• (a) loss caused on purpose or through gross negligence (a serious lack of care);
• (b) death or personal injury;
• (c) amounts owed under the Deal;
• (d) [clauses 24.2 and 24.3];
• (e) [breaches of section 21].

24.7 Nexfluence's liability to either party is set out only in the Platform Terms.

24.8 Each party tells the other promptly about any claim and takes reasonable steps to limit its loss.

25. Events outside a party's control

In short: Nobody is in breach if something outside their control stops them. Deadlines move back. After [30] days, either side may ask Support to cancel.

25.1 A party is not in breach if something outside its reasonable control prevents it from doing what the Deal requires. Examples include:

• (a) an outage of Instagram, TikTok or another Social Network, or of the Platform;
• (b) natural disasters and war;
• (c) action by public authorities;
• (d) serious illness or injury of the Creator.

25.2 The party affected tells the other in the Deal Thread promptly, and deadlines move back by the length of the delay. If the delay lasts more than [30] days, either party may ask Support to cancel the Deal. Support then decides which part of the Reserve is for work not yet done, and returns that part to the Business's free Wallet balance.

26. Messages and notices

In short: The Deal Thread is the record. Anything agreed elsewhere counts only once it is written in the Deal Thread.

26.1 Messages about a Deal belong in the Deal Thread. The Platform also sends emails as reminders, but the Deal Thread is the record.

26.2 Some clauses need a formal notice, such as a cancellation or a report under clause 6.6. A party gives a notice by posting it in the Deal Thread. It counts as received [when it is posted / on the next working day].

26.3 Each party keeps the email address on their account up to date.

26.4 The parties may contact each other outside the Platform. Anything they agree outside the Deal Thread changes the Deal only if it is recorded in the Deal Thread. Nexfluence can only help with payments that are recorded on the Platform.

26.5 These Deal Terms are published in English and Latvian. Both versions are published together before these Deal Terms come into force. If the two versions differ, [the Latvian / the English] version prevails.

27. Changes to these Deal Terms

In short: Nexfluence may update these Deal Terms with at least 15 days' notice. Each Deal keeps the version that was shown on its Offer.

27.1 Nexfluence may update these Deal Terms. Each Deal follows the version of these Deal Terms shown on the Offer when it was sent. A later change affects a Deal only if both parties agree to it in the Deal Thread.

27.2 [Not built] Nexfluence gives at least 15 days' notice of a change, by email and on the Platform. The new version applies to Offers sent on or after the date in the notice. An Offer still open on that date [continues under the old version / lapses]. The notice period can be shorter only where the law requires it, or to deal with fraud or a security risk.

27.3 Every version has a number and a date. Past versions are kept at [URL].

28. Governing law and courts (cannot be changed by an Offer)

In short: Latvian law applies, and Latvian courts hear court cases. Any right the law gives a party to go to court elsewhere stays.

28.1 Latvian law applies to every Deal and to these Deal Terms.

28.2 Any court case about a Deal is heard by the courts of Latvia [in Riga]. If the law gives a party the right to go to court in another country, that right stays.

29. General

In short: Standard final rules about the whole agreement, invalid clauses, transfers and which duties last after the Deal ends.

29.1 The Accepted Offer and these Deal Terms are the whole agreement between the parties about the Deal. The Platform Terms and the Privacy Policy also apply, as clause 1.6 describes. The Accepted Offer and these Deal Terms replace anything the parties agreed about the Deal outside the Deal Thread. Nothing in this clause limits liability for fraud or intentional misrepresentation.

29.2 If a court finds a clause invalid, the rest of these Deal Terms still apply. The invalid clause is read in the valid way closest to what it meant.

29.3 Neither party may transfer the Deal to someone else without the other's agreement in the Deal Thread, except as clause 15.5(c) says for the Vendor Model.

29.4 A party keeps its rights even if it waits before using them.

29.5 Clauses 6.5 and 13.5, and sections 9, 10, 16, 18, 20, 21, 22, 24 and 28, continue after the Deal ends.

29.6 Nexfluence's own rights against each party are set out in the Platform Terms.

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