Web marketing terms and conditions
Digital marketing services come in many shapes and sizes and these T&Cs are designed to cover a wide range of services. The marketing services that are covered in these T&Cs are: search engine marketing, social media marketing, PPC (and other online advertising) management, email marketing management, hosted email marketing services, the provision of content for websites and general marketing consultancy services.
Attached to the T&Cs is a special acceptable use policy, designed to help regulate the use of any email marketing platform that the service provider is making available to the client. Also included is an optional stand-alone SEO guarantee document, where SEO services providers can specify (narrow) goals and guarantee those goals.
The content in this document is almost identical content to that in our web marketing agreement document. The differences are of form. You should prefer the T&Cs document over the agreement document for standard terms of business; the agreement document may be more appropriate for individually-negotiated contracts.
The T&Cs have been updated for the GDPR.
This T&Cs document should not be used in relation to contracts with consumers.Ask about this document
Web marketing terms and conditions contents
- Definitions: definitions.
Term: commencement of term; end of term; each contract distinct. Consultancy Services: obligation to provide consultancy services; keeping customer informed of consultancy services; consultancy services: compliance with reasonable customer requests.
- Web Content Services: obligation to provide web content services; feedback on web content services.
Search Marketing Services: obligation to provide search marketing services; search marketing services undertaking; acknowledgements relating to search marketing services; no performance guarantees for search marketing services. Advertising Management Services: obligation to provide advertising management services; advertising management services objectives;Clientobligation to supply marketing material; notice of form of advertisements; approval or rejection of advertisements; right to request removal of advertisement;Providerresponsibile for paying charges for advertisements;Clientresponsibile for paying charges for advertisements; mixed responsibility for paying charges for advertisements. Email Marketing Services: obligation to provide email marketing services; email marketing lists provided byClient. Email Marketing Platform: availability of email marketing platform ; functionality of email marketing platform; email marketing platform and acceptable use policy; informal definition of uptime (email marketing platform); uptime commitment (email marketing platform); measurement of uptime; reporting of uptime measurements; scheduled maintenance to email marketing platform; list of exceptions to availablity commitment. Social Media Marketing Services: obligation to provide social media marketing services; compliance with social media terms and conditions; no performance guarantees for social media marketing services.
- Deliverables: obligation to deliver deliverables; timetable for delivery of deliverables; deliverables warranties; warranty of deliverables compliance with CAP code.
- Clientobligations: general second party obligations;Clientweb marketing obligations; web marketing resources consequences.
- ClientMaterials: supply of second party materials; licence ofClientmaterials; warranties relating to second party materials; warranty ofClientmaterials compliance with CAP code.
: access toClientWebsitesClientwebsites; restrictions on changes toClientwebsites;Clientwebsites legality. Online Accounts:Provideronline accounts;Clientonline accounts; new online accounts; online accounts: parties may agree derogations from defaults. : provision of trade marks; licence to use customer trade marks; trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.ClientTrade Marks Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
- Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); informingClientof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyClientof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; Clientdatasets upon termination.
- Status of Provider: first party is independent contractor not employee; no redundancy or compensation.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (ACCEPTABLE USE POLICY)
- Introduction: definitions for acceptable use policy; parties to policy; agreement to policy by using services; express agreement to policy; services user minimum age under policy.
- No spam: no spam in user content; sending spam using email addresses; no promotion of marketing schemes.
- General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
- Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
- Monitoring: acknowledgement relating to monitoring.
- Harmful software: no harmful software; no risky software.