Freelancer Social Media Marketing Consultant Agreement
This Freelancer Social Media Marketing Consultant Agreement has been designed for use by an individual freelance social media marketing consultant who contracts personally (not through a personal service company) to provide his services to a business client. Freelance social media marketing consultants provide social media marketing services to promote their clients’ businesses on social media platforms, using key materials and information provided by their clients.
The data protection provisions in this document have been updated with reference to the UK GDPR.
The Data Protection provisions in the document reflect UK GDPR requirements. One of those provisions refers to a Privacy Notice available on request, and you might wish to use the standard Privacy Notice for this purpose: you can find it by clicking here .
Social media is one of a number of channels used by businesses for advertising. Well-designed blogs, posts, and tweets can reach vast numbers of potential customers and what was once the sole domain of the party invitation and the food-selfie has now become a valuable component of the marketing mix. Many businesses now have their own staff whose role is to promote the business on social media. Many others, however, prefer to farm such work out to consultants.
Under this agreement, any number of different activities across any number of social media platforms can be undertaken. The services to be provided can be defined easily and quantitatively (numbers of posts in a given period, for example), and in more detail using the included schedule. The client is required to provide the necessary information about their business, along with materials that may be commonly used, such as logos and photographs. The exact types of information and materials should be carefully considered, agreed, and detailed in the schedules provided. The IP rights in all such information and materials are closely guarded and the IP rights in all materials created as the services are provided are, by default, assigned to the client upon receipt of payment. This means that the client will own exclusively all IP rights in all material produced for it by the consultant, and so the client will be free to use and exploit that material as it wishes. The consultant will consequently not have any right to make any use of it at all for his or any third party purposes.
Further key terms in this individual freelancer template include mutual IP indemnities, warranties designed to protect both parties, detailed confidentiality provisions, and a payment structure allowing for an initial term followed by an envisaged number of short, renewable terms (monthly may be preferred).
This document is only for use by self-employed consultants. The accompanying Consultancy (Company) Social Media Marketing Agreement template is to be used instead by the consultant when he contracts through his personal service company (or other intermediary company) rather than directly with the client. (The information page with that template includes guidance about tax, employment status, IR35 and agency workers, where a personal service or other intermediary company is used by the consultant). An alternative to that template, for use by a company whose business is on a greater scale, is available in the Internet & E-Commerce group.
This agreement aims to reduce the risk that the freelancer might be deemed to be a de-facto employee of his/her client rather than a sole trader who is a self-employed contractor. However, whether he is treated by HMRC, a tribunal, or any other body, as self-employed will depend not only on what is contained in his contract but also on all other circumstances: those circumstances will include the way in which the contract is implemented and the conduct of the client, the freelancer and anyone the freelancer engages to do any of the work for the freelancer, and all related arrangements between them.
HMRC provides some guidance on its website about self-employment. Its decisions as to whether someone is a self-employed sole trader are often based on a “balancing exercise” in which it gives weightings to various factors. However, neither the HMRC guidance nor case law are sufficiently precise to enable anyone to predict how in any particular case the “balancing exercise” would be carried out or what HMRC’s conclusion would be about that particular case. For that reason we recommend that you take professional employment law, tax, and NIC advice in relation to your particular circumstances before you decide to use or adapt this template.
Nevertheless, a carefully worded contract ensuring the independence of the freelancer is a key starting point. As a self-employed freelancer (rather than as an employee of the client), the consultant is, for example, free to engage a suitably qualified person (as an employee of the consultant or as a self-employed sub-contractor) to do some or all of the work in his place, is free to determine when, where and how work is completed (subject of course to the client’s requirements), and is free to take on other clients.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Freelancer Social Media Marketing Consultant Agreement contains the following clauses:
1. Definitions and Interpretation
2. Engagement of the Consultant
3. Nature of Engagement
4. Self-Employed Status of the Consultant
5. Provision of the Social Media Marketing Services
6. The Social Media Marketing Services
7. The Client’s Obligations
8. Fees and Payment
9. Intellectual Property Rights
12. Limitation of Liability
14. Term and Termination
15. Effects of Termination
16. Force Majeure
17. Data Protection
18. Data Processing
19. No waiver
20. Further Assurance
22. Assignment, Sub-Contracting and Third Party Rights
24. Entire Agreement
26. Alternative Dispute Resolution
27. Law and Jurisdiction
and the following schedules:
1. Social Media Marketing Services and details of any Assistant(s)
2. Required Information
3. Required Materials
This template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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