Email marketing terms and conditions
Email marketing is an important component of a comprehensive online marketing strategy, allowing as it does direct access to interested customers and prospects. However, there are risks with email marketing. Laws regulate the sending of bulk/commercial emails, and also the processing of personal data, which can include email addresses as well as individual names.
These T&Cs can be used in relation to both: (i) managed email marketing services; and (ii) the provision of a hosted email marketing platform for use by the customer.
This T&Cs document is designed to help the service provider and/or the customer to manage the risks associated with a contract for email marketing services. It is very similar in content to our email marketing agreement, but takes a slightly different form, with a set of T&Cs at the front and a statement of work at the back. An acceptable use policy (for any email marketing platform) is also included.Ask about this document
Email marketing terms and conditions contents
- Definitions: definitions.
Term: commencement of term; end of term; each contract distinct. 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.
- Clientobligations: general second party obligations;Clientweb marketing obligations; web marketing resources consequences.
- ClientMaterials: supply of second party materials; licence of second party materials; warranties relating to second party materials.
: 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 return or destroy confidential information following termination; confidentiality obligations after termination.
- Data protection: warranty of second party's right to disclose personal data; personal data processing undertakings by first party.
- 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 acceptable use 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.