Web marketing agreement

To reduce the likelihood and potential seriousness of disputes, the parties to a website marketing arrangement or project should enter into a formal website marketing agreement. This agreement is designed for that purpose.

We designed this agreement for use in relation to a wide range of web marketing services, such as on-site search engine optimisation (SEO), link building and link generation, social media promotion, and the management of email marketing programmes.

The document is in traditional "agreement" format, and should be signed in hard copy by or on behalf of each of the parties.

AGREEMENT

1. Definitions
2. Term
3. Consultancy Services
4. Web Content Services
5. Search Marketing Services
6. Advertising Management Services
7. Email Marketing Services
8. Email Marketing Platform
9. Social Media Marketing Services
10. Client obligations
11. Client Materials
12. Client Websites
13. Online Accounts
14. Client Trade Marks
15. Intellectual Property Rights
16. Reputation and goodwill
17. Charges
18. Timesheets
19. Payments
20. Confidentiality obligations
21. Data protection
22. Warranties
23. Indemnities
24. Limitations and exclusions of liability
25. Force Majeure Event
26. Termination
27. Effects of termination
28. Status of Provider
29. Notices
30. Subcontracting
31. General
32. Interpretation

SCHEDULE 1 (WEB MARKETING PARTICULARS)

1. Minimum Term
2. Specification of Services
3. Specification of Deliverables
4. Timetable
5. Client Materials
6. Financial provisions

SCHEDULE 2 (SEARCH MARKETING SERVICES GUARANTEE)

1. Keyword guarantee
2. Traffic guarantee
3. Failure to meet guarantee
4. Exceptions

SCHEDULE 3 (ACCEPTABLE USE POLICY)

1. Introduction
2. No spam
3. General usage rules
4. Unlawful Content
5. Graphic material
6. Monitoring
7. Harmful software

Does the agreement disclaim liability in relation to damage to a customer's reputation?

Yes. It includes an optional exclusion of liability in relation to "loss or damage to reputation or goodwill". Whether such an exclusion is enforceable in any particular case is another matter, and one on which you may wish to take legal advice.

Alternatively, the parties may include a special clause obliging each to take care of the other's reputation.

Our web marketing services involve confidential techniques. Does the web marketing agreement restrict the disclosure of such secret techniques?

The template includes a short-form confidentiality clause, which can cover this type of information.

We charge clients based on a daily rate. Does the web marketing agreement cover this?

Yes, the charging clause contemplates the possibility of charging based on time spent.

Does the contract include a clause guaranteeing particular results from SEM work?

Yes, there is an optional guarantee.

Alternatively, there is another optional clause that specifically provides that the supplier does not warrant or guarantee particular results, and furthermore that where particular targets have been agreed, they are not warranted and a failure to meet the targets will not constitute a breach of the agreement.

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A copy of this document is included in each of these packs:

• Digital marketing pack