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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.

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Email marketing terms and conditions contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term; each contract distinct.
  3. Email Marketing Services: obligation to provide email marketing services; email marketing lists provided by 
    Client
    .
  4. 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.
  5. Client
    obligations:
    general second party obligations;
    Client
     web marketing obligations; web marketing resources consequences.
  6. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  7. Client
     Websites
    :
    access to 
    Client
     websites; restrictions on changes to 
    Client
     websites;
    Client
     websites legality.
  8. Online Accounts:
    Provider
     online accounts;
    Client
     online accounts; new online accounts; online accounts: parties may agree derogations from defaults.
  9. Client
    Trade Marks
    :
    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.
  10. 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).
  11. Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
  12. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  13. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  14. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  15. 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.
  16. Data protection: warranty of second party's right to disclose personal data; personal data processing undertakings by first party.
  17. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  18. 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.
  19. 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.
  20. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  21. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  22. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights;
    Client
     datasets upon termination.
  23. Status of
    Provider
    :
    first party is independent contractor not employee; no redundancy or compensation.
  24. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
  25. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  26. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  27. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (ACCEPTABLE USE POLICY)

  1. 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.
  2. No spam: no spam in user content; sending spam using email addresses; no promotion of marketing schemes.
  3. General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
  4. Unlawful Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
  5. Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
  6. Monitoring: acknowledgement relating to monitoring.
  7. Harmful software: no harmful software; no risky software.

STATEMENT OF WORK

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