This article is written by Shivam Sharma studying at SLS Pune and pursuing a Diploma in Advanced Contract Drafting, Negotiation, and Dispute Resolution.
This article has been published by Sneha Mahawar.
Table of Contents
Introduction
A social media manager is tasked with helping businesses capitalize on the popularity of various social media outlets. This is done via management of the marketing, branding, and engagement of the products and services that the business has to offer. For instance, what videos on YouTube will be appropriate for running an ad for the client’s business? For how long should this ad run? Where will the user be directed if he clicks on the said advertisement? These are some of the questions that the social media manager needs to deal with on behalf of the client’s business.
We offer social media management agreements to formalize such an understanding into a legal and well-defined structure. Such a contract will outline the terms of how to perform the work to be done by the service provider and protect the parties’ interests and rights.
A good social media management agreement will inculcate all such terms and conditions within the boundaries of which the social media manager needs to work with the goal of growth in the client’s businesses. This article is an attempt to explore what a social media management agreement is, what makes up a good social media management agreement, and some other pivotal considerations while drafting such an agreement.
What are social media management agreements
A social media management agreement is a legal document that oversees and regulates the working relationship between a social media manager and a business or client. It is a form of service agreement. It helps define the scope of work to be undertaken, the time and method of making a payment, and which third-party platforms will be used (like Google, Facebook, Instagram, Snapchat, etc.). Furthermore, it specifies the promotion’s content, who will be in charge of making the necessary posts, and who will create the written and visual content. The person who manages social media is called the “service provider,” and the person receiving such services is usually referred to as the “client.”
What is the need for social media management agreements
Social media management is a complex task that involves the dabbling and organizing of convoluted and confidential information. It is also for services whose quality may not be easily gauged. For instance, it is not easy to gauge creativity in a promotion campaign. For this reason and the following, it is important to have a social media management agreement:
- The agreement helps define what the service provider is allowed to do or say on behalf of the client.
- It aids in the resolution of disputes between the service provider and the client.
- It helps define the ownership of the content being developed.
- It aids in defining what is private and what can be shared.
- It specifies a method for the client to securely share passwords and sensitive information with the service provider.
- It ensures the payment mechanism for the service provider.
What should be included in such an agreement
The following are some of the most important clauses in a social media management agreement:
The parties to the agreement
This is usually a part of the recitals of the agreement, but there can be a separate clause with respect to the same. The clause is a way to state who the contract is between. The clause will include the following information: Names, Titles, (If applicable) Addresses, Date of the Contract (especially the “effective date” of the contract).
Scope of work
This clause spells out the scope of the work that is to be performed by the service provider. Anything not covered by this clause does not have to be done by the service provider. The clause defines all the obligations of the service provider. For instance, the clause can define the maximum and a minimum number of posts that are to be made on a social media platform.
It must also define the websites or social media platforms on which the service provider will post and provide an exact description of all the activities that will be performed. The inculcation of such a clause eliminates the occurrence of “scope creep,” whereby the client takes on additional duties that were not originally agreed upon between the parties. Finally, if there is no separate clause for the same, the present clause needs to incorporate all the information that is required from the client, such as pictures, videos, etc.
Fees and expenses
This clause defines the consideration for the services provided by the service provider. It includes the details of the sum payable, when the payment has to be made, and the methods by which it needs to be made. In general, the industry standard is to demand a 50% fee upfront, with the balance due at the end of each month. However, the payments can be made to meet the needs and desires of the people who are involved. There also needs to be a detailed description of how the invoicing needs to be done. Provisions can be made as to the consequences of late payment.
Term and termination of the agreement
This clause is concerned with the timeline of the agreement. The contract can either end on a specific date or on the achievement of a specific milestone, for instance, gathering 10,000 followers on Instagram. The clause also defines how the contract can be terminated and what the consequences of a premature termination will be.
Ownership of the work
This clause states who would be the true owner of the work being done by the service provider. Generally, the client will retain the right to inspect all the work being done as long as the client is paying for all the work. However, there may be instances where the service provider retains the ownership rights, especially where the service provider is providing the services of educating and training the clients. In such a case, the training materials and courses are owned by the service provider. Through such a clause, the service provider assures that all the client’s information shall be deemed confidential unless written permission is obtained from the client. This is especially important since the service provider will have complete access to the social media presence of the client’s business, which includes the passwords and the ability to post and regulate comments.
Access to third-party platforms
In order to manage the social media profiles of the client, the service provider must have access to such profiles. This circles back to the confidentiality clause, as the service provider, will have access to all the confidential information and passwords. There must be an attempt here to limit the liability of the service provider in the event that information is lost or leaked.
Another important consideration
Agreement termination
One important reason for having such a contract in place is that it allows for a clear way to terminate the agreement. This is especially true when the client is unable to or does not want to fulfill its obligations under the agreement. With such an agreement in place, there is a hedge available against any kind of misunderstanding or disagreement between the client and the service provider. To enhance the same, a provision about the notice for termination shall be included.
Evidence
An agreement becomes a contract when it is legally enforceable by law. Without a valid agreement, the service provider will have to rely on emails to and from the client in order to prove a certain aspect in court. This is especially indispensable when it comes to getting paid for the work done, as there might be no clear outline of the work or even a notice within which to end the arrangement. With an agreement, the service provider will have a clear idea of what is included and what is not.
A Sample of a Social Media Management Agreement
The Social Media Marketing Agreement
BETWEEN
XYZ Ltd., a public limited company incorporated under the provisions of the Companies Act, 2013, with CIN XXXXXXX and having its registered office at 32A Nevanthon Road, LE3 6DR, Chandigarh (hereinafter referred to as the “Service Provider”);
AND
ABC Pvt. Ltd. is a private limited company, incorporated under the provisions of the Companies Act, 2013, with CIN YYYYYYY and having its registered office at Estate Blocks, Sector 42B, Chandigarh (hereinafter referred to as the “Client”).
The parties above shall be individually addressed as’ party ‘and collectively as’ parties. ’
WHEREAS,
The Service Provider has agreed to perform social media management services for ABC Pvt. Ltd. on the social media platforms of Facebook and Twitter for a period of 9 months, terminating on the 18th day of November 2022, for an agreed compensation of INR 10,00,000 (ten lakhs) to the Service Provider, the details of which are as stated under the “Fees Clause”, and the same shall be paid using the online billing account as provided under this Agreement.
The Parties to this Agreement hereby agree as follows:
- Deliverables and work scope
The client hereby authorizes and gives full permission to the service provider to perform the following actions on various social media platforms for the client during the term of this agreement:
- Upload pictures, videos, and other audio-visual elements.
- Post regular updates on the client’s Facebook wall with a minimum of 2 (two) updates per week and a minimum of 8 (eight) status updates in any given month during the term of this agreement.
- Such uploads include quizzes, polls, info, news, etc.
- That the service provider should moderate comments and delete spam.
- That the service provider shall hold regular contests that are relevant to the promotion and marketing of the client’s business, where such contests shall not exceed 2 (two) per month or 1 (one) big contest every 4 (four) months.
- The service provider will create and launch targeted Facebook ads in order to increase engagement and fan base.
- And everything else that is synonymous with designing and maintaining the client’s Facebook page.
- Information and details
The following details and information shall be provided by the client to the service provider on a regular basis via the support center, http://development.abcpvtco.india/,and the same shall not be done via email:
- Pictures: All pictures with regards to events, products, etc.
- Videos: All videos from events, product demonstrations, and so on.
- Event Details: Any and all event details should be provided in advance so that the service provider can update the fan pages and create an event.
- Details of Logins: All login details for social media accounts that already exist for the client’s business.
- Previously used promotional materials: all previously used posters, ads, magazine ads, and other promotional materials.
- brand manual or any existing guidelines.
- A high-resolution logo
- Any other important information or news-worthy items for the brand that can be shared with the online community?
- Confidentiality
- All materials provided to the service provider, including but not limited to, brochures, audio content, video content, photos, etc., shall be exclusively used for the client’s promotional purposes.
- Such materials shall not be used for any other purposes in any shape or form, and such materials shall be deleted if and when not required by the service provider.
- All such materials shall be treated as confidential and proprietary in nature and shall not be used by the service provider for any other purpose besides using the materials to promote the client’s business on Facebook and Twitter.
- The Service Provider shall maintain the confidentiality of all the client’s information, including business plans, financial information, analytics, etc., regardless of whether or not such information was designated as “confidential” at the time of disclosure.
- Ownership
- All the content and materials that are developed and created by the service provider under this agreement shall be exclusively owned by the client, and the service provider shall have no rights over such content and materials.
- Termination
- Both parties to this agreement shall have the right to terminate this agreement with one month’s notice.
- When this Agreement expires or is terminated, the Service Provider will provide the Client with all login information for the Client’s accounts on Facebook and Twitter.
- Invoices
- The service provider shall prepare an invoice for every social media channel, i.e., Facebook and Twitter, and such an invoice shall be prepared separately.
- Such invoices must be sent to [email protected]. It is understood that
- all such invoices are to be sent at the beginning of every billing period, the details of which are provided in Schedule 1 to this Agreement. Every
- invoice shall be paid within a period of 7 days from the date of receipt.
- Fees Clause
- The Client shall pay the Service Provider a cumulative sum of INR 10,00,000 (ten lakhs) and the same shall be paid in four equal installments as per Schedule 1 to this Agreement.
- That such payment be made in one of the following ways:
- PayPal;
- GoCardless;
- Direct Debit
- BACS
That in the event of late payment, interest at the rate of 12 percent per annum shall be levied from the date such payment became due until the date of actual payment.
Signed by both parties and executed on this 18thday of February 2022.
For XYZ Ltd,
Anup Sharma, Director, and CEO, XYZ Ltd.
Date: 18.02.2022
Signature:…….
ABC PVT. LTD.
Zia Chaudhary, COO, ABC Pvt. Ltd.
Date: 18.02.2022
Signature:…….
Other agreements required by every social media manager
Apart from the social media management agreements, the service providers can also deploy an agreement for independent contractors as well as a non-disclosure agreement.
Agreement Between Independent ContractorsSuch an agreement would have the following details:
- The services that need to be provided under the agreement are:
- A payment mechanism and schedule
- The penalty is imposed if the client fails to make a payment;
- Clauses of confidentiality to protect the client’s trade secrets;
- intellectual-property ownership;
The agreement is especially important for new hires who are self-employed and do not work for a company or another organization. The service provider can avail the help of such freelancers, especially when such freelancers provide for a talent that is not usually present in the industry.
An NDA (Non-Disclosure Agreement): Such an agreement can be deployed to protect the ideas and details of the work being performed by the service provider. Entering into an NDA makes both the parties to the agreement bound by a promise not to share any details of their work. This is particularly effective in social media management engagement as there is a tremendous amount of confidential information at stake. Such information includes:
- Social media accounts’ passwords;
- Accounting information;
- Details of ideas and work performed, etc.
Conclusion
Social media management agreements play a pivotal role in protecting both the social media managers and their clients. It is not to say that all such arrangements require a written contract. No such agreements are required in the case of short-term consultations. Such arrangements can be covered via the terms and conditions that can be set up on the website of the service provider, including the details of work that will be provided to the client. However, these contracts are indispensable for all long-term engagements or engagements that are more complex in nature.
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