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Social media marketing agreement

This social media marketing agreement has been designed to regulate the relationship between a provider of social media marketing services and a client for those services.

The core definition of social media marketing services included in the agreement covers: (i) content production, publication, distribution and promotion; (ii) online account creation and management; and (iii) analytics. The exact services to be provided under a particular contract should be set out in the schedule to the agreement.

The service provider must provide the social media marketing services to some defined standard. In exchange, the client must pay the agreed fees.

A range of optional clauses are included in the agreement. These optional clauses cover such matters as client cooperation, content produced by the client, content produced by the service provider, client websites, control of online accounts, personal data processing under the GDPR and trade marks.

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Social media marketing agreement contents

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

SCHEDULE 1 (WEB MARKETING PARTICULARS)

  1. Minimum Term: minimum term prompt.
  2. Specification of Services: specification of services prompt.
  3. Specification of Deliverables: specification of deliverables prompt.
  4. Timetable: timetable prompt.
  5. Client
    Materials
    :
    second party materials prompt.
  6. Financial provisions: financial provisions prompt.

SCHEDULE 2 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
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