Sample Marketing Services Contract

Introduction 

These terms demonstrate the standard services contract we use when you place an order for our services via email or phone. This webpage is only a template and has no legal value. We will negotiate and sign a contract individually, which will become binding. 

This contract aims to be fair for both parties, and you are welcome to send over any amendments to the following terms or even your own contract during such negotiations.  

If you do not engage in a contract with us, you remain bound by our Website Terms and Conditions and may be bound by additional terms if you enter some other contract with us.

This contract will be treated separately from any other you may have with us or enter into with us in the future.

The conditions in this contract apply to the exclusion of any other terms that you may seek to impose or incorporate or which are implied by course of dealing, practice trade or custom.

To protect our partners’ interests, we do not work with every business. If we are unable/unwilling to work with you for any reason, we reserve the right to reject your order. An order is only considered accepted once we have signed a contract. 

General Terms

By entering into a contract with us, you acknowledge you are in an authorised position to do so, and you will be liable for the contract entered into thereafter.

You must ensure that all the information you provide to us is complete and accurate to the best of your knowledge. We reserve the right to terminate our contract and not refund works completed so far if we have inaccurate information provided by you that prevents or changes our ability to carry out our services. You must inform us of anything that affects our work with you, including that of third parties.

Our own marketing materials, including our portfolio, are only for demonstration purposes and hold no value concerning this contract. 

Without your written consent, we cannot transfer, subcontract, deal or otherwise delegate any obligations in this contract to any third party or agency. 

Without our written consent, you must not transfer, subcontract, deal or otherwise delegate any of your rights or obligations under this contract.

Deliverables 

Our contract will have one or more deliverables – the service you have chosen to purchase. Turnaround times on our website are estimates only. Once we confirm we have the required information to start your project, a hard deadline will be provided. 

Deliverables are broken into two types for the purposes of this contract: 

Single deliverables are project-based and have a fixed output, such as one blog post. 

Recuring deliverables are time-based and are charged monthly, such as social media management. 

Here will be a list of deliverables with their corresponding deadlines, pricing, and whether they are single or recurring.

Any deliverable which due to factors in our sole control is provided after the deadline will be refunded.

If we do not hear from you in 40 days after contacting you in regards to this order, we will consider the contract abandoned. You will be refunded for any work not yet completed. You will still be liable for any invoices due for work completed up to that point. 

Changes to the deliverables must be in writing (via email) and consented to by both parties to become legally binding.

You must comply with all reasonable requests from us, including those for information, documentation or access to provide our services. We reserve the right to terminate our contract if your actions prevent us from fulfiling it.

Quotations

All prices listed on our website are subject to change without notice. The price provided on this contract is the final price for the specific deliverables listed.

You may contact us for a quotation where we will provide the final price of the deliverables specific to the information you have provided. We will honour this for 30 days. 

Quotations will be invalidated if we discover factors that limit our ability to complete the work, such as the receipt of additional information that changes how we perform our services.

Payment

All prices are provided in Pounds Sterling (GBP), exclusive of VAT. All payment is also to be supplied in GBP unless you have our written consent to pay in another currency. We do not support all currencies and payment methods. 

If you choose to pay in another currency, you are solely responsible for any losses you experience, including but not limited to an increased price or increased transaction/conversion fees.

You may receive a revised price based on foreign exchange fees or exchange rates than previously quoted.

We request payment is provided within 31 days of an invoice being raised unless we agree otherwise. For single deliverables, an invoice will be raised when the final work is submitted notwithstanding any amendments that you may require. For recurring deliverables, it will be raised on the last day of the month.

For some contracts, we may request a payment plan. These plans usually involve a 50% deposit upfront and 50% on completion though such amounts will be negotiated individually.

We reserve the right to terminate our contract if you fail to pay or threaten not to pay and deny you further services until outstanding invoices are paid.

Late Fees

If you fail to pay an invoice when it is due, we reserve the right to charge late fees. 

Late fees are charged at 5% plus the Bank of England base rate. 

Late fees are charged from the day after your invoice is due and incur monthly until the invoice has been paid.

Refunds

You will receive a full refund for any deliverables we fail to complete other than in the circumstances mentioned, such as your non-cooperation.

We both reserve the right to cancel this contract with 24 hours notice. 

You will still be charged for all services rendered up until the point of cancellation. The remainder of the contract will be refunded. We do not charge cancellation fees. 

For single deliverables, we will provide up to five revisions free if you are unsatisfied with our work. If you remain unsatisfied you must contact us within 30 days of our last amendment being submitted to inform us you would like a refund and one will be provided. We are unable to offer a refund after this deadline. 

Any revision we undertake will be limited to the information you have provided us. We do not make revisions due to inaccurate information being provided or to include information that was not previously stated at the point of purchase. 

For recurring deliverables, we offer a 14-day cooling-off period. You must contact us by the 15th day to let us know you are unsatisfied with our services and a full refund will be provided.

After that, we are unable to refund services that are already provided. We will provide up to 5 hours/month additional time to rectify any issues you have with our services.

You can cancel recurring deliverables with 24 hours notice, and you will receive a refund for any time or works not yet undertaken. 

Any additional revisions outside the above limits will be charged at the previous rate. We reserve the right to refuse such revisions or request they form part of a new contract. 

If you are in a jurisdiction that requires a more generous refunds policy for digital services we request, in the first instance, you do not place an order with us. If you do so, you agree to waive such rights and submit to the policy above.

Our executive team reserves the right to make exceptions to this policy by issuing credit or refunds at their sole discretion. 

Upon Termination

If we terminate a contract, we will provide you with any and all works done until that point and the full rights for them.

If you terminate the contract, you must pay us the amount for the deliverables you wish to receive/have the rights for.

Any invoices still outstanding will remain due and continue to incur late fees. 

Immediate Termination

Either of us may terminate our contract immediately if any of the following are true:

You fail to provide payment within the agreed schedule or threaten not to provide payment.

You prohibit us or make it difficult to carry out the deliverables for factors not known at the time of the contract being signed. This includes but is not limited to a third-party working alongside us or a change of a password.

There is a breach of any clause of our contract.

All other rights and liabilities will continue, including any provision stated to survive such terminations.

Warranty

Your use of this website and any products or services, including our advice entirely at your own risk as our services are provided on an “as is” basis. We do not imply or expressly give any warranties on our website and our products and services, including but not limited to fitness of purpose and merchantability.

It is important to be aware of the risks of advertising, online marketing and internet use, especially the fact results are not guaranteed, before entering any contract with us.

Exclusion of liabilities

These terms apply to the maximum extent permitted under English law.

The following terms will not exclude our liability for breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982, fraud or death or personal injury by negligence on our part or that of our directors, employees, agents or subcontractors. 

Waterdown Media is not liable for a direct or indirect loss of business, revenue, anticipated savings or profits, damage, costs, expenses, goodwill and any and all consequences to yourself or any third party whatsoever, howsoever, which arise out of our contract, or in connection to our services even if you have advised us of them.

As our client, you are not liable for a direct or indirect loss of business, revenue, anticipated savings or profits, damage, costs, expenses, goodwill and any and all consequences to us or any third party whatsoever, howsoever, which arise out of our contract, or in connection to our services even if we have advised you of them.

Under no circumstances we will be liable for third-party services, any internet connection or transmission, or any loss, damage or injury resulting from unauthorised access of your account or the information contained within it.

Whilst we may purchase and install third-party products on your behalf, we do not enter into third party contractual agreements. We are not a party to, or liable for, the contracts you form with a third party. You must comply with all agreements and legal requirements of third party services. 

We will perform our services with reasonable skill and care; however, we do not guarantee our work will be error-free. Our liability for any loss suffered with you will be limited to the contractual value only. 

You agree to indemnify and hold harmless Waterdown Media, our directors, joint venture partners, employees, contractors, agents or anyone else affiliated with the company against claims of losses, liabilities, damages or otherwise arising from your use of the website our products or services, or your reliance on our opinions notwithstanding any negligence, breach of contract or other theories of liability. None of your consumer or statutory rights are affected.

We agree to identify and hold harmless you, your directors, joint ventures partners, employees, contractors agents or anyone else affiliated with your company against any claim of loss, liability, damage, or otherwise incurred directly or indirectly as a result of this agreement or a breach of it. Your liability to us will be limited to the contractual value of our services plus late fees.

For the avoidance of any doubt, no part of this contract waive late fees, and we reserve the right to pursue appropriate recovery action for such monies. 

You are responsible for having the necessary insurance to cover any damages, loss or otherwise you may experience from the provision or non-provision of our services. 

Service Specific Terms

Search Engine Optimisation

Search engine algorithms fluctuate multiple times a day, so it is impossible to guarantee an increase in rankings when using our services. This includes but is not limited to your website showing up first for a particular keyword, having your website indexed by search engines or the volume, position or traffic that comes to your website. These factors are at the search engine’s sole discretion. 

We are also not responsible for additional costs received as a result of our services, for example, increased hosting costs with increased website traffic.

Pay Per Click Advertising

Waterdown Media does not take on payment responsibilities for PPC and all PPC is to be billed with a payment method connected to yourself. We will cancel any contract that asks us to do this. 

It is important to be aware that your ads could go over their budget allocation due to factors such as over-delivery or a change by your team. We are not responsible for any over-spend on your account unless it has been caused by our wilful negligence. 

We are not responsible for an increase in costs based on your or third parties actions in your account. We will not work on a PPC account that has other third parties managing it. If this is not disclosed to us, we have the right to terminate your contract with immediate effect once discovered.

If you terminate our access to your PPC account(s)without prior notice, we have the right to terminate our contract immediately and cannot be held liable for any increase in costs or consequences caused to your PPC account(s) thereafter.

We cannot guarantee any metrics associated with your campaign, such as the fact PPC adverts will always be live, the number of clicks you may receive, or any return on your ad spend. 

Textual Content

Unless previously agreed, you are responsible for providing text content for web development projects. While we aim to correct obvious spelling and grammar mistakes, we take no responsibility for the quality of the assets you provide us. 

Graphical Content

Unless previously agreed, you should supply all graphic files for your website and social media accounts. These should be sent to us in a publishable format that can be uploaded directly to the platform, such as PNG and JPEG files. 

We are able to source free stock photos however we do not offer graphic creation services unless previously agreed.

Website Development

We follow reasonable security best practice when developing websites and will include built-in or free security settings. While we may install or make recommendations for security software or settings, we take no responsibility for your website’s security. 

It is impossible to guard against all cybersecurity threats, and therefore we cannot take any liability for any losses experienced due to illegal or unethical activity on your website. 

While we may draft legal policies under the scope of a website development project, such as listing technologies for a privacy policy, we do not take any liability for the accuracy or legal foundation of these documents, including any consequences caused by their presence or absence on your site. 

These pages provide the technical basis to the policy, not the legal one. Because of this, we consider any legal policy we write to be a draft and do not recommend it published on your website until you have consulted your own legal advice. 

We do not take liability for hosting providers or third-party plugins which may break components of your website and even take it offline at any time. 

Any additional charges incurred from third parties during our contract or after termination are solely your responsibility. 

Verification Processes 

Verification processes are required by certain platforms such as Google My Business. If you fail such processes through no fault of Waterdown Media, our contract will be terminated, and you may still be charged up to that point. 

Digital PR

We cannot guarantee the number of journalists that will positively respond to a pitch. 

We cannot guarantee the number of backlinks a particular campaign will generate or be liable if those backlinks are removed at a later date. 

We are not liable for any negative coverage you or your business receives during or while working with us for matters outside these contractual terms. Any liability on our part will be limited as per the “Exclusion Of Liability” clause.  

Technical Support and Testing

When completing a website design, we test in Firefox, Chrome, Safari and Edge on both desktop and mobile. We only test in the latest stable versions and do not test with any other browser unless previously agreed.

If you require additional compatibility with older / different browsers, this needs to be stated upfront. If not, this will only be completed if an additional charge is paid.

For the duration of the project, we may speak to your domain and hosting company on your behalf at your request. To do this, we may need a phone pin and your account number, which will be handled in confidence.

Once a project is signed off, we are no longer responsible for the maintenance of a website. If you would like additional changes or hosting resolutions, we will create a separate contract for that.

Confidentiality

This clause is not a substitute for a non-disclosure agreement. If you wish to have an NDA signed, please send it to our legal team for review.

We may disclose to each other certain confidential information when we provide you services. We both agree not to disseminate this to any third party without prior written consent unless legally obligated by an enforcement body to do so.

Confidential information will be kept in the strictest confidence and will never be used for any purpose without your written consent other than for the purposes of providing our services and fulfiling our legal obligations to law enforcement agencies.

Employees of Waterdown Media may receive such information will be informed of its confidential nature and will only use it to allow Waterdown Media to provide the services. All employees of Waterdown Media have to sign this confidentiality agreement

These restrictions will not apply to any information that becomes generally publically available through no violation of this contract, was available to either party before entering into this agreement, becomes available to us from a third party not bound by a confidentiality agreement or NDA with yourself.

All confidential information will be kept in its original form. No copies, reproductions or extracts will be held by Waterdown Media for any purpose other than to carry out this contract. 

We may keep confidential information for an unspecified time limit for business practices (such as a record of works done to manage any disputes that may arise at a later date).

This clause remains true unless in writing by both parties after this contract expires, even in the event it is terminated.

Intellectual Property Rights:

You retain full rights to your intellectual property at all times during contract and after its termination.

You agree that everything you provide to Waterdown Media, including but not limited to text, images and artwork, are either owned by you or you have correct rights to use. You will protect Waterdown Media from any claims that we have used the intellectual property of the third party for property that has been provided by yourself.

We agree that all content we offer you has been created by us, owned by us, or we have the necessary license to use from a third party. We will assign you the intellectual property rights for all our works in writing.

If you fail to provide payment, we retain all rights to the works provided to you, which we reserve the right to sanction should you continue to use, including but not limited to DMCA takedown notices and civil proceedings. 

You will have full ownership of all assets we create for you, and we will provide all source files and written confirmation of this fact.

We do not have the right to use your intellectual property, including your logo, for the purposes of our portfolio. We will only re-share your assets on our channels (website, social etc.) with your written permission.

We reserve the right to publically mention that we have worked with your business, and privately share any assets we have created in direct correspondence with our prospects. You can opt out of this with an NDA.

Force majeure

We reserve the right to defer our contract’s start date or cancel it entirely if we are prevented from or delayed in carrying out our business due to circumstances beyond our reasonable control, including but not limited to Acts of God or government actions. 

Severability

If any term in these Terms and Conditions is held to be unenforceable under applicable law, all other terms will remain in full force and effect.

No third parties may have any rights or connection with this contract. No third parties may have the authority to act as an agent for either of us.

This contract may not be transferred to a third party without written permission on both sides. 

This contract shall not be deemed to constitute a partnership between us. 

Governing Law

All matters relating or arising to this agreement shall be governed underEnglish law, and you agree to submit to the exclusive jurisdiction of the English and Welsh courts for that purpose.

This webpage is subject to change at any time without prior notice. The contractual terms signed by both of us will supersede the terms here.

If we need to update the terms and conditions of our specific contract, we will give you sufficient notice determined by the termination time. 

You will have the option to decline the contract or accept the revised terms at that point.

Text Notes:

In this agreement, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word “you” or “person” includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

This text forms part of our standard agreement. Always refer to the specific terms and conditions in our signed contract to those in effect and enforced by us.

Data Protection

All matters pertaining to this contract will be handled in accordance with our Privacy Policy at all times, which also details our data protection obligations.

 

Last Updated: 12th April 2021