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Web marketing agreement

This agreement has been designed to regulate the relationship between a provider of web marketing services and a customer. It deals with a wide range of different services, and for this reason is a relatively complex document. It can however be simplified during editing.

The agreement has provisions covering: marketing consultancy, the supply of content for websites, email marketing (including the provision of a hosted email marketing platform), search engine optimisation, social media marketing and paid online advertising management. Each service is dealt with in a dedicated section of the agreement, and by removing unwanted sections the agreement can be adapted to cover only some of these services.

In addition to the core provisions, the agreement includes special clauses dealing with works and materials supplied by the client, client websites promoted through the services, online accounts used by the service provider in the course of providing the services and general client obligations with respect to the services.

The data processor clause in the agreement reflects the requirements of the General Data Protection Regulation or GDPR.

This is a B2B document and is not suitable for use in relation to B2C services.

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Web marketing agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Consultancy Services: obligation to provide consultancy services; keeping customer informed of consultancy services; consultancy services: compliance with reasonable customer requests.
  4. Web Content Services: obligation to provide web content services; feedback on web content services.
  5. 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.
  6. Advertising Management Services: obligation to provide advertising management services; advertising management services objectives;
    Client
     obligation to supply marketing material; notice of form of advertisements; approval or rejection of advertisements; right to request removal of advertisement;
    Provider
     responsibile for paying charges for advertisements;
    Client
    responsibile for paying charges for advertisements; mixed responsibility for paying charges for advertisements.
  7. Email Marketing Services: obligation to provide email marketing services; email marketing lists provided by 
    Client
    .
  8. 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.
  9. 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.
  10. Client
    obligations:
    general second party obligations;
    Client
     web marketing obligations; web marketing resources consequences.
  11. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  12. Client
     Websites
    :
    access to 
    Client
     websites; restrictions on changes to 
    Client
     websites;
    Client
     websites legality.
  13. Online Accounts:
    Provider
     online accounts;
    Client
     online accounts; new online accounts; online accounts: parties may agree derogations from defaults.
  14. 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.
  15. 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).
  16. Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
  17. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  18. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  19. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  20. 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.
  21. 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.
  22. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  23. 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.
  24. 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.
  25. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  26. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  27. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights;
    Client
     datasets upon termination.
  28. Status of
    Provider
    :
    first party is independent contractor not employee; no redundancy or compensation.
  29. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  30. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  31. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  32. 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 (SEARCH MARKETING SERVICES GUARANTEE)

  1. Keyword guarantee: search engine results guarantee by keyword; keywords and key phrases list; tracking and reporting of keyword-based search results.
  2. Traffic guarantee: search engine traffic guarantee; tracking of search engine traffic.
  3. Failure to meet guarantee: failure to meet guarantee not breach of contract; consequences of failure to meet search marketing services guarantee.
  4. Exceptions: exception to guarantees on breach.

SCHEDULE 3 (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.

SCHEDULE 4 (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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