Consultant (Company) Social Media Marketing Agreement
This Consultancy (Company) Social Media Marketing Agreement has been designed for use by a freelance social media marketing consultant who contracts through a personal service company (or other intermediary company) to provide his services to a business client, rather than contracting directly as an individual freelancer. 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 data protection law 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 the 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 materials produced for it by the consultant, and so the client will be free to use and exploit those materials as it wishes. The company will consequently not have any right to make any use of them at all for his or any third party purposes.
Further key terms in this 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 agreement aims to reduce the risk that, under employment law and any other applicable law, despite use of a personal service company, the consultant is regarded as an employee as opposed to a self-employed contractor.
Nevertheless, he might still be treated as an employee by HMRC, an employment tribunal or any other body, and legislation (such as IR35, agency worker, or other rules) might still apply in a way which adversely impacts the consultant’s or his personal service company’s legal, tax or NIC position. Whether that is so will depend not just on what is contained in this contract but also on all other circumstances. Those circumstances may include the way in which the contract is implemented, and all arrangements between the company, the client, and the consultant.
HMRC provides some guidance on its website about employment, self-employment, IR35, and agency workers. Its decisions on these points 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, before you to decide to use or adapt this template, you take professional advice in relation to your particular circumstances as to any impact on the company and the consultant of employment law, tax, and NIC rules.
A carefully worded contract ensuring the independence of the personal service company is still a key starting point. Unlike an employee, not only is the company acting as an independent contractor which is free to provide any suitably qualified person employed or engaged as a subcontractor by the company (rather than only the consultant himself or any other particular individual/s having to do the work), but it is also free to determine when, where and how work is completed (subject of course to the client’s requirements), and it is also free to take on other clients.
As mentioned above, this document is for use by a company which is a personal service company (or other intermediary company) used by an individual consultant, and in such cases the business is likely to be small with the service company only engaging the services of that consultant, and perhaps only one or two other individuals as well.
Where, however, the company’s business is on a greater scale, and it perhaps has multiple employees, we have provided an alternative to this template for you to use, and it is available here .
Another alternative form of document, the accompanying Freelancer Social Media Marketing template, is to be used where the consultant engaged by the client is an individual rather than a personal service or other company.
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 Consultancy (Company) Social Media Marketing Agreement contains the following clauses:
1. Definitions and Interpretation
2. Engagement of the Consultant
3. Nature of Engagement
4. 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 and Sub-Contracting
24. Entire Agreement
26. Alternative Dispute Resolution
27. Law and Jurisdiction
and the following schedules:
1. Social Media Marketing Services and details of Consultant Staff
2. Required Information
3. Required Materials
4. Data Processing
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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