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.Ask about this document
Social media marketing agreement contents
- Definitions: definitions.
- Term: commencement of term; end of term.
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.
- 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.
: 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 processed bythe Provider(GDPR); purposes of processing of personal data bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (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: methods and deemed receipt of contractual notices; contact details for 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 (WEB MARKETING PARTICULARS)
Minimum Term: minimum term prompt.
- Specification of
Services: specification of services prompt.
- Specification of
Deliverables: specification of deliverables prompt.
- Timetable: timetable prompt.
: second party materials prompt.ClientMaterials
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.