Influencer agreement in Poland – a practical legal guide

An influencer agreement in Poland, often referred to as a marketing cooperation agreement, is one of the key elements of successful marketing cooperation in today’s world of social media. Influencer agreements are commonly concluded in industries such as fashion, cosmetics, technology, tourism, catering and fitness, i.e. in all branches of the modern economy where the opinion of an opinion leader has a real impact on consumer decisions.

An influencer agreement in Poland is usually concluded between an entity representing brands, products or services and an influencer, i.e. a person who has gained the trust and attention of a specific group of recipients (so-called followers) and has a real impact on their opinions, purchasing decisions and lifestyle, which in turn can translate into better sales of a brand’s product or service. It is assumed that an influencer can be, for example:

• a blogger publishing expert or lifestyle content,
• a YouTuber creating videos about games, beauty, travel or education,
• a person active on Instagram or TikTok, sharing photos, stories or videos,
• an expert on LinkedIn building a personal brand in the business environment.

Sometimes, the influencer’s party to the agreement in Poland is an agency representing their interests, based on a separate agreement. In this case, the agency acts as the influencer’s representative and negotiates and concludes agreements with clients on their behalf.

An influencer agreement in Poland regulates, among other things, the rules of cooperation between the parties, specifies the mutual obligations of the parties, the deadlines for promotional activities, remuneration, liability and rights to content created as part of the campaign. Its proper drafting facilitates cooperation, minimises legal risks for the entrepreneur and protects the brand against the risk of legal violations or loss of image.

An agreement with influencer in Poland is not only a formal confirmation of the arrangements, but above all an effective legal tool protecting the interests of both parties. However, for the cooperation to be effective, bring the expected results, and for the agreement to provide actual protection, the document should be carefully prepared and adapted to the specifics of the campaign and the nature of the influencer’s activity.

In this publication, we have undertaken a detailed discussion of what provisions a well-drafted agreement with an influencer should contain, what legal issues the parties should pay particular attention to, and how to resolve them in practice in order to protect the interests of the entity entering into cooperation with the influencer. Our intention was to draw on proven solutions in relation to specific examples from our practice in commercial contract law.

Parties to the agreement with the influencer and the purpose of cooperation between the client and the influencer

An agreement with an influencer in Poland, like any other agreement, should clearly define the parties to the agreement. In the case of cooperation with an influencer, one party is usually an entrepreneur (e.g. a manufacturer or distributor of products), and the other is an influencer conducting business activity or a natural person acting under a civil law agreement. It is worth specifying the full details of both parties, including addresses, tax identification numbers, REGON, KRS or CEIDG numbers, as well as the persons representing the entities, in particular when the influencer is represented by an agency. In such cases, it is also necessary to verify the scope of the power of attorney granted to the agent by the influencer to ensure that the agent is duly authorised to conclude the agreement.

The purpose of the cooperation between the parties in a marketing cooperation agreement should be clearly defined in the first paragraph of the agreement, for example by indicating that the parties’ intention is to promote specific products or services on specified social media platforms (e.g. Instagram, TikTok, Facebook, YouTube, etc.). Precisely defining the purpose of the cooperation will avoid any misunderstandings regarding the scope of activities and expectations towards the influencer, and will also serve as a reference point for interpreting individual provisions of the agreement with the influencer.

Pursuant to Article 65 § 2 of Polish the Civil Code, when interpreting a contract (any contract, including one with an influencer), it is not only the literal content of the document that matters, but also the actual will and intentions of both parties. This means that in the event of a dispute over the scope of the parties’ obligations, not only the written provisions will be taken into account, but also the actual purpose of the contract and the mutual expectations of the parties at the time of signing. This makes it all the more important to clearly define the intention of the cooperation at the outset of the agreement, for example by referring to the promotion of specific products or services on social media, which will not only provide transparency but also allow for the proper interpretative context of the agreement to be taken into account.

Subject matter of the agreement with the influencer in Poland – detailed scope of the influencer’s obligations

First and foremost, an agreement with influencer in Poland should precisely define what specific actions the influencer is to take as part of their cooperation with the entity representing the brand/product. In practice, this means specifying the following issues:

Social media platforms covered by the cooperation

An agreement with influencer in Poland should clearly indicate the channels on which the influencer will be active as part of the campaign. The content of the agreement should therefore refer directly to specific platforms, such as:

• Instagram (e.g. feed, stories, reels),
• TikTok (videos, live streams),
• Facebook (posts, stories, groups),
• YouTube (videos, shorts, live streams),
• possibly others, such as LinkedIn, Twitch or a personal blog, if they are relevant to the brand.

Specifying specific communication channels in the contract with the influencer not only allows for a better match between the message and the target group, but above all, it allows the commissioning entity to precisely control the implementation of the cooperation. This also makes it possible to monitor on an ongoing basis whether the influencer is fulfilling their obligations in accordance with the agreement, both in terms of the number and frequency of publications, their format, and the quality of the content provided, which undoubtedly translates into brand recognition and sales. This issue is described in more detail below.

In the event of non-performance or improper performance of obligations, a clear definition of the platforms and scope of activities also allows for the application of appropriate contractual sanctions, such as contractual penalties, reduction of remuneration or even termination of the contract due to the influencer’s fault, as also discussed below.

Types and formats of content

An agreement with influencer in Poland should also precisely specify what types of content are to be published as part of the cooperation, e.g.:

• photo or carousel posts,
• stories,
• videos (short and long forms),
• live streaming,
• reviews (e.g. product testing),
• competitions or giveaways organised jointly with the brand,
• blog posts or sponsored articles.

Specifying the formats will allow the campaign to be tailored to the influencer’s technical capabilities and the brand’s expectations regarding the type of audience engagement. For the entity commissioning the collaboration, such a regulation has additional practical significance – it allows for ongoing control of the campaign’s implementation, assessment of its consistency with the assumptions, and, in the event of non-compliance, effective pursuit of claims.

Number and frequency of publications

An influencer agreement in Poland should refer to specific measurable parameters regarding the number of publications and the publication schedule, e.g.:

• 4 posts per month on Instagram,
• 10 stories per week,
• 2 videos per month on TikTok,
• 1 live broadcast once a month,
• a minimum of 3 mentions of the product in comments or stories.

Mandatory elements in publications

Furthermore, a properly constructed agreement may also specify what specific elements must be included in the content created by the influencer, e.g.:

• brand profile tagging (e.g. tagging @companyname),
• use of a specific promotional hashtag (#campaignname),
• visible presentation of the product or service,
• discount code assigned to the influencer,
• redirection to the brand’s website (e.g. link in bio or swipe up),
• a message indicating advertising cooperation (e.g. ‘advertising cooperation’, “advertisement”, ‘paid partnership’), provided that it complies with the law and the recommendations of the Office of Competition and Consumer Protection (UOKiK).

Deadlines and schedule of activities

A marketing cooperation agreementin Poland should include a precise schedule of publications and marketing activities, e.g.:

• publication of the first post no later than 3 days after receiving the product,
• completion of the campaign by a specific date (e.g. 31st December 2025),
• spreading publications evenly over time (e.g. no more than 1 post per day),
• specifying publication times, if relevant (e.g. evening posts between 6 p.m. and 9 p.m.).

Precisely defining the scope of activities helps avoid situations where the influencer publishes too little content, fails to meet quality expectations, or does not implement key campaign objectives. It also allows for clear assessment of the results of the collaboration.

In many cases, the parties also specify whether advertising materials will require the client’s approval each time before publication and how quickly the influencer should respond to any comments (e.g. remove or correct the material within 24 hours of receiving comments).

Non-competition clause – the influencer’s obligation not to promote competing brands for a specified period of time

It seems important that the marketing cooperation agreement obliges the influencer not to take any action aimed at promoting products that compete with the client’s brand. The absence of such a provision may lead to a situation where the influencer begins to advertise a competing product shortly after the end of the campaign (or even during the campaign). Such actions will undoubtedly undermine the effectiveness of previous communication, undermine brand loyalty, and expose the brand to a loss of credibility in the eyes of consumers.

The non-competition clause should apply primarily during the term of the contract with the influencer, but it is also possible for it to apply after its termination, for example for a period of 3 or 6 months. However, this period should not be too long, so that it is not potentially challenged in court proceedings. Of course, the regulations do not define the ‘appropriate’ length of this period, but it seems that it should be adjusted primarily to:

• the influencer’s recognition,
• the nature and recognition of the promoted product,
• the target market,
• and the amount of remuneration received by the influencer for the cooperation (the higher the remuneration, the more justified a longer non-competition period may be).

In the case of a non-competition clause applicable after the termination of a marketing cooperation agreement, it is recommended to provide for additional remuneration (even if only symbolic) in order to secure the validity of such a provision under civil law.

A properly worded non-competition clause in a contract with an influencer should also precisely define which specific industries, products or brands are considered ‘competitive’ to the client. For example, the prohibition may cover:

• other entities producing dietary supplements,
• entities offering products with similar applications (e.g. natural cosmetics, health products),
• brands operating in the same market category, or
• specific indicated brands that are direct competitors.

Of course, the more precisely the scope of the non-competition clause is defined, the greater its effectiveness and the lower the risk of interpretative disputes as to what constitutes (and what does not constitute) ‘competition’.

A practical example from case law:

“The starting point for the Court of First Instance’s considerations in this matter was to define the concept of “competitive activity”. Case law assumes that competitive activity is activity carried out in the same or a similar scope and directed at the same group of customers, overlapping, even partially, with the scope of the employer’s core or ancillary activities. As a result, activities that violate or threaten the employer’s interests may be prohibited on the basis of the non-competition clause. Competition is rivalry, rivalry between entities or persons interested in achieving the same goal. Engaging in competitive activities is therefore tantamount to acting for profit or participating in commercial ventures or transactions whose effects relate or may potentially relate, even partially, to the same group of customers (judgment of the Regional Court in Świdnica, 2nd Civil Appeals Division, of 5 April 2016, ref. no. II Ca 134/1).

The non-competition clause in a marketing cooperation agreement in Poland should also specify the legal sanctions for breaching the clause. As a rule, it is assumed that an effective sanction will be a contractual penalty for each breach and the possibility of withdrawing from the agreement in the event of a non-competition clause during the term of the agreement with the influencer. These safeguards should effectively discourage the influencer from taking actions contrary to the interests of the principal and enable a quick response in the event of possible breaches.

Influencer liability and relations with third parties

The contract with the influencer should clearly indicate that although the influencer acts on behalf of the client, they act in their own name. This means that they are liable for their actions and omissions, as well as for the actions and omissions of persons they use in the performance of the contract (e.g. subcontractors, photographers, editors).

Consequently, it seems that it is worth including provisions in the agreement with the influencer concerning:

• the obligation to inform the client about the use of subcontractors and the possibility of objecting to a specific person,
• the transfer to the client of the rights to materials created by the influencer or their subcontractors (e.g. copyright to photos, videos),
• the influencer’s obligations to protect the client’s interests in relations with third parties,
• liability for third party claims (e.g. infringement of copyright, personal rights, trademarks).

A properly drafted marketing cooperation agreement should also provide that the influencer undertakes to release the client from liability to third parties and to cover any costs related to possible claims. Although the Civil Code itself does not contain a provision directly referring to ‘exemption from liability’, it seems that this provision is permissible on the basis of the principle of freedom of contract referred to in Article 353¹ of the Polish Civil Code.

Influencer remuneration – forms, rules and settlements

Remuneration is a key element of any contract with an influencer in Poland. A marketing cooperation agreement should specify in detail:

• the amount of remuneration due to the influencer, for example, whether it is a lump sum, a commission on the sale of products/services, or a mixed model,
• the method of settlement, taking into account settlement periods and payment dates,
• whether the remuneration covers all of the influencer’s costs (e.g. production of materials, travel, purchase of products) or whether additional settlements are possible in this regard,
• the rules for settlements in the event of early termination of the agreement, for example, assuming that remuneration will only be due for activities actually performed.

The marketing cooperation agreement should also oblige the influencer to document the effects of the cooperation, for example by requiring them to send campaign reports, submit reach statistics or sales lists together with the discount codes provided.

Duration of the marketing cooperation agreement and terms of its termination

An agreement with influencer in Poland should also specify:

• the term of the agreement, for example, a fixed term for the duration of a given advertising campaign, or an indefinite term,
• the rules for terminating the agreement (e.g., one month’s notice, with the requirement of written form),
• the possibility of terminating the agreement with immediate effect in the event of a gross breach of its provisions, non-performance or improper performance of obligations, for example in the event of a breach of the obligations described above in the section ‘subject matter of the agreement – detailed scope of the influencer’s obligations’,
• settlement rules in the event of early termination of the contract (e.g. remuneration only for services rendered).

Practical problems and proposed solutions in contracts with influencers

Improper performance of the contract by the influencer

A common problem in cooperation with an influencer in Poland may be a lack of commitment, poor quality of materials or insufficient activity on the part of the creator. For example, an influencer may not publish posts, publish them late, without the required tags or not in accordance with the agreed scope.

To mitigate the above business risks, the following practical solutions can be included in the contract with the influencer:

• precise specification of the number of publications, their form, minimum length of the material,
• introduce a precise schedule of activities, including publication dates and mandatory approval of content by the client prior to publication,
• allow the client to terminate the agreement with immediate effect if the influencer fails to perform their obligations properly,
• implementation of a contractual penalty mechanism for failure to publish, delay or incorrect designation of cooperation – e.g. 10% of the remuneration for each day of delay or for each missing element of the publication.

It seems that the above solutions will significantly increase the protection of the client’s interests and motivate the influencer to properly perform their contractual obligations.

Copyright infringement by influencers

Influencers often use materials to which they do not have full rights, such as music, photos or film clips. Potential solutions to this situation may include:

• precise wording of provisions on the influencer’s liability for copyright infringement,
• an obligation to transfer the rights to the materials to the client at the moment when the copyright arises,
• an obligation to verify the sources of the materials used.

Precise regulation of copyright issues in the contract with the influencer is crucial to securing the client’s interests, minimising legal risk and ensuring full control over the advertising materials used.

Settlements and motivation

Cooperation between the client and the influencer settled solely on the basis of a lump sum remuneration may result in a lack of motivation on the part of the influencer to become fully involved in the campaign, which in turn may minimise its effects. It seems that a solution that significantly reduces the above risk is to introduce elements of performance-based settlement, which closely link remuneration to the results achieved. For example, an influencer may receive a commission on sales generated through their activities, bonuses for exceeding certain sales or reach thresholds, as well as bonuses for achieving specific KPIs (e.g. number of clicks, registrations or downloads).

Summary

A cooperation agreement with an influencer in Poland is an important document that should be carefully worded and tailored to the specifics of the campaign and the expectations of both parties. An agreement with an influencer should comprehensively regulate a number of legal issues, discussed in more detail in this publication. It should be remembered that a well-structured agreement minimises legal and financial risks, ensures transparency of cooperation and allows both parties to focus on achieving common business goals.