MARKETING/SEO SERVICES AGREEMENT
This marketing/SEO services agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:
1. PARTIES
1.1 Agency/consultant:
[Agency / consultant name]
(hereinafter the "Consultant")
1.2 Client:
[Client's name]
(hereinafter the "Client")
2. SERVICES
2.1 Types of services:
[Types of services]
2.2 Description of the services: [Description of the services].
2.3 The Consultant shall provide the services loyally, with the necessary diligence and at the level of generally recognised professional skills (Law of Obligations Act (VÕS) § 620). The Consultant may use the assistance of third parties (VÕS § 622) and is liable for their acts as for its own acts. The Client shall provide the necessary information, materials and access in good time; the time limits for the services shall be extended by the duration of any delay by the Client.
3. METRICS AND REPORTING
3.1 Key performance indicators (KPIs) by which success is assessed:
[Key performance indicators (KPIs)]
3.2 Reporting frequency: [Reporting frequency]. The Consultant shall inform the Client of material circumstances related to the services and shall, upon request, provide information on the provision of the services (VÕS § 624 lg 1).
4. TERM OF THE AGREEMENT AND FEE
4.1 Term of the Agreement: [Term of the agreement]. Monthly fee: [Monthly fee (€)] euros. The Agreement is entered into for an unspecified term.
4.2 The monthly fee does not include media costs payable to advertising platforms (advertising budget), which the Parties shall agree on before the launch of a campaign and which the Consultant shall not exceed without the Client's consent. If an advertising budget payable through the Consultant has not been paid on time, the Consultant may suspend the campaigns after notifying the Client.
4.3 The monthly fee shall be paid on the basis of an invoice within the time limit specified in the invoice; in the absence of agreement, it falls due at the end of the respective month (VÕS § 628 lg 1). In the event of delay, the Consultant may claim late payment interest at the statutory rate (VÕS § 113 lg 1).
5. ACCOUNTS AND ACCESS
5.1 The Consultant shall use the Client's accounts solely for the performance of the Agreement. Third-party accounts managed by the Consultant:
[Third-party accounts managed]
5.2 Accounts shall be opened in the name of the Client, unless agreed otherwise. The Consultant shall keep user credentials secret, use two-factor authentication where possible and comply with the platforms' terms of use. Upon termination of the Agreement, the Consultant shall hand over to the Client the materials and data created for the Client (VÕS § 626 lg 1) and relinquish its access rights.
6. CHANGES
6.1 Changes to the strategy shall be agreed in a form which can be reproduced in writing. Number of strategy changes per month: [Number of strategy changes per month]. Work exceeding the agreed volume shall be paid for only by prior agreement.
7. GUARANTEE OF RESULTS
7.1 The Consultant does not guarantee search engine rankings or traffic levels. The results depend on competition, changes to algorithms and other factors beyond the Consultant's control.
7.2 Except as agreed in clause 7.1, the Consultant is liable for acting with due diligence and not for achieving a specific result; the metrics specified in clause 3.1 are a basis for assessment, not a guarantee.
8. INTELLECTUAL PROPERTY, PORTFOLIO AND CONFIDENTIALITY
8.1 Ownership of the intellectual property in strategies, content and tools: [Ownership of intellectual property]. The Consultant may show the work done in its portfolio but shall not disclose the Client's confidential information. The author's economic rights in the deliverables created for the Client pass to the Client upon payment for the respective work.
8.2 Tools and methodology created by the Consultant previously remain with the Consultant; if a deliverable contains such a tool or material, the Consultant grants the Client a simple licence to use it as part of the deliverable. The author's moral rights (AutÕS § 12) remain with the author; an agreement on the transfer of economic rights must be in written form (AutÕS § 49 lg 1).
8.3 The Parties undertake to keep secret the Client's business information and the strategies used, also after the termination of the Agreement to the extent necessary to protect the Client's legitimate interests (VÕS § 625).
9. ADVERTISING AND DATA PROTECTION
9.1 The Consultant ensures that the advertising it creates is clearly distinguishable from other information, that it shows the name or trademark of the person ordering the advertising (Advertising Act § 3 lg 1–2) and that it is not misleading (Advertising Act § 4). The Client is responsible for the accuracy of the information and product claims it provides.
9.2 If the Consultant processes personal data on behalf of the Client, it acts as a processor (Article 28 of the General Data Protection Regulation (EU) 2016/679), processes the data only in accordance with the Client's instructions and applies appropriate security measures.
10. LIABILITY
10.1 A Party is liable for a breach of obligations, unless the breach is excusable (VÕS § 103); direct patrimonial damage and loss of profit are subject to compensation (VÕS § 128). The Consultant is not liable for damage resulting from the actions of platforms (e.g. restriction of an account, changes to rules) unless it was caused by a breach of the Consultant's obligations.
11. TERMINATION
11.1 Notice period for cancellation: [Notice period for cancellation]. The Consultant may cancel an Agreement entered into for an unspecified term only on condition that the Client can obtain the service in another manner (VÕS § 630 lg 2).
11.2 Either Party may cancel the Agreement without observing the notice period if, taking into account the interests of both Parties, the continuation of the Agreement until the expiry of the notice period cannot be expected (VÕS § 631).
12. FINAL PROVISIONS
12.1 In the event of force majeure, a breach of an obligation is excusable (VÕS § 103); a Party shall give notice thereof immediately.
12.2 Notices which have legal consequences shall be given in a form which can be reproduced in writing. Disputes shall be resolved through negotiations and, failing agreement, in court. Amendments to the Agreement are valid once both Parties have confirmed them; an invalid provision does not affect the remaining provisions. The Agreement enters into force once both Parties have signed it.
13. LEGAL BASIS
13.1 This Agreement is an authorisation agreement within the meaning of § 619 et seq. of the Law of Obligations Act — the Consultant provides the service in accordance with the agreed activities and is liable for a specific result only to the extent agreed in clause 7.1.
13.2 The Agreement is governed by the law of [Governing law].