SOCIAL MEDIA MARKETING AGREEMENT
This social media marketing 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. PLATFORMS AND CONTENT
2.1 Platforms managed:
[Platforms managed]
Number of posts per week: [Number of posts per week].
2.2 The Client shall provide the necessary information, materials and access in good time and is responsible for the accuracy of the information and product claims it provides. Content creation included: [Is content creation included?]. The Client's content approval process: [The client's content approval process].
2.3 Unless otherwise agreed in the approval process, the Consultant shall publish content only after the Client's approval, and the Client's silence is not deemed approval. The Consultant shall moderate comments and handle crisis communication only to the agreed extent.
2.4 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.
3. PAID ADVERTISING
3.1 Paid advertising management included: [Is paid advertising management included?]. Monthly advertising budget: [Monthly advertising budget (€)] euros. The advertising budget (media costs payable to the platforms) is not part of the monthly fee and shall not be exceeded 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. FEE AND TERM
4.1 Monthly fee: [Monthly fee (€)] euros. Term of the Agreement: [Term of the agreement].
4.2 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. METRICS AND REPORTING
5.1 Metrics monitored:
[Metrics monitored]
5.2 Monthly reporting included: [Is monthly reporting included?]. Reporting frequency: [Reporting frequency]. Response time to comments/messages: [Response time to comments/messages]. 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).
6. ACCOUNT MANAGEMENT
6.1 The Consultant shall use the Client's accounts solely for the performance of the Agreement. Account management during the term of the Agreement: [Account management]. The Consultant shall keep user credentials secret, use two-factor authentication where possible and report any security incident without delay.
6.2 Upon termination of the Agreement, the Consultant shall cease using the accounts and shall hand over to the Client the materials and data created for the Client (VÕS § 626 lg 1). Ownership of accounts and passwords after termination of the Agreement: [Ownership of accounts after the agreement ends]. Accounts registered in the Client's name belong to the Client.
6.3 The Parties shall comply with the platforms' terms of use. The Consultant is not liable for the restriction or closure of an account by a platform unless it is caused by a breach of the Consultant's obligations.
7. CHANGES
7.1 Changes to content and the schedule shall be agreed in a form which can be reproduced in writing. Number of changes per month (content, schedule): [Number of changes per month (content, schedule)]. Work exceeding the agreed volume shall be paid for only by prior agreement.
8. INTELLECTUAL PROPERTY, PORTFOLIO AND CONFIDENTIALITY
8.1 Ownership of intellectual property: [Ownership of intellectual property]. The author's economic rights in the deliverables created for the Client pass to the Client upon payment for the respective work. The Consultant may show the work done in its portfolio but shall not disclose the Client's confidential information. The Client may use published content in its channels also after the termination of the Agreement, unless agreed otherwise. Third-party materials (e.g. photographs, music) shall be used in accordance with their licence terms.
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 (Copyright Act (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 data and campaign strategies, also after the termination of the Agreement to the extent necessary to protect the Client's legitimate interests (VÕS § 625).
9. NO GUARANTEE
9.1 The Consultant does not guarantee growth in the number of followers, the engagement rate or the virality of content. The results depend on the platforms' algorithms, the behaviour of the target audience and market competition.
10. LABELLING OF ADVERTISING AND DATA PROTECTION
10.1 The Consultant shall clearly label commercial content as advertising (e.g. the hashtag #ad at the beginning of the post) and shall ensure 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 Consultant shall ensure that influencers engaged by it comply with the same requirement.
10.2 If the Consultant processes personal data on behalf of the Client (e.g. messages, data of campaign participants), 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.
11. LIABILITY
11.1 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).
12. TERMINATION
12.1 Either Party may cancel the Agreement in the ordinary manner during its term with the following notice period to the other Party: [Notice period for cancellation]. The notice of cancellation shall be given in a form which can be reproduced in writing.
12.2 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).
13. FINAL PROVISIONS
13.1 In the event of force majeure, a breach of an obligation is excusable (VÕS § 103); a Party shall give notice thereof immediately.
13.2 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.
14. LEGAL BASIS
14.1 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 does not guarantee a specific result.
14.2 The Agreement is governed by the law of [Governing law].