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MRS Web Solutions (trading as MRS Digital) Social Media Marketing Terms and Conditions

1. Details of the parties entering into the contract 

This agreement is hereby entered into between MRS Web Solutions trading as MRS Digital (hereinafter referred to as “MRS Digital”, “we”, “us”, 

“our”) and Yourself hereinafter referred to as “Client”, “you”). 

2. Representations and Warranties 

MRS Digital agrees to provide the Client with Social Media Marketing services (hereinafter referred to as “SMM”) as described in our website. We are authorised to use the necessary techniques and content for promoting the Client’s brand, products or services in the social media networks (Facebook, Instagram, Twitter, LinkedIn etc.) 

3. Definitions 

To bring clarity into this contract, we are going to define some SMM terms which we use. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimises false beliefs. However we make no warranty/guarantee of accuracy and completeness of the SMM terms described below. For the purposes of this agreement: 

Content: a term used to describe consumable media and information online. Content is often written word, but can cover video, images or other forms of online experience.  

Campaign: the creation, implementation and management of SMM strategy. 

Charges: the charges payable by the Client for the supply of the SMM services which may include one off fees and monthly fees. 

Comments: writtenresponses to other users and posts on social media networks. 

Deliverables: any content, posting or other tangible work carried out with regards to the Services. 

Direct messages: private messages sent person to person on a social media network. 

Initial Fee: MRS Digital fee for setting up the Campaign. 

Initial Term: initial length of service agreed. 

Monthly Charge: the monthly fee for the Services. 

Post: a term used to describe an individual piece of content published on a social media network.  

Posting: the action of publishing content on a social media network. 

Proposal: MRS Digital’s initial quote for the provision of the Services. 

Social media networks: the online applications that MRS Digital agrees to utilise to provide the SMM services such as but not limited to Facebook, Twitter, Instagram and LinkedIn. 

Third party application: any software or web application used to deliver or supplement the Service. 

Tracking: the third-party applications, settings and web code used to measure and collect data on usage of a website or social media network.  

4. Deliverables 

MRS Digital is committed to provide the following deliverables. These represent the main elements of work which typically comprises our SMM service. Our SMM service may extend beyond these elements where we deem it will further the Client’s SMM: 

  • Social media planning– Production of plans of posts to be scheduled for delivery on social media networks ahead of time. 
  • Content Creation – The creation of new content (written word, images etc.) for delivery on social media networks. This may be delivered wholly or in part by either the Client or MRS Digital. 
  • Posting – Publication of planned content on social media networks. This may be scheduled in advance and/or published using a third party Application (such as Hootsuite) 
  • Commenting – Publishing responses to posts, comments or direct messages to interact with social media network users on behalf of the Client. 
  • Reporting – Provision of regular reports that compile online metrics to act as measures of, or given context to, SMM activity. 

5. Payment Terms

  1.  The Charges for the Services shall be as set out in the Contract Order Form. 
  2. The Initial Fee shall be payable to MRS Digital before it commences provision of the Services. The Monthly Charges shall be paid by the Client in accordance with the payment terms set out in the Contract Order Form in full and in cleared funds to a bank account nominated by MRS Digital. 
  3. All amounts payable by the Client under the Contract are exclusive of value added tax (VAT). Where any taxable supply for VAT purposes is made under the Contract by MRS Digital to the Client, the Client shall, on receipt of a valid VAT invoice from MRS Digital, pay to MRS Digital such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 
  4. Without limiting any other right or remedy of MRS Digital, if the Client fails to make any payment due to MRS Digital under the Contract by the due date for payment (Due Date), MRS Digital reserves the right to charge 3% interest on any outstanding sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the parties agree that any such sum constitutes a qualifying debt pursuant to that Act. 
  5. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against MRS Digital in order to justify withholding payment of any such amount in whole or in part. MRS Digital may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by MRS Digital to the Client. 
  6. The Client shall be responsible for the fees of any Third-Party Resources and shall maintain such adequate funds in any third-party accounts as are required to maintain inclusion in such resources. The Proposal sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other listings in the Third-Party Resources. 

6. Assignment of Specific Rights 

For the purposes of receiving SMM services, Client agrees to provide the following: 

  • Full access to social media networks, third party applications and Client website to access data and make changes for the purpose of SMM improvements. 
  • Permission to communicate directly with any third parties, e.g., your web designer, if necessary. 
  • Full access to existing website traffic statistics for analysis and tracking purposes. 
  • Client authorises MRS Digital use of all Client’s logos, trademarks, web site images, content etc., for use in creating social media posts and any other uses as deemed necessary by MRS Digital for SMM services. 
  • If requested the Client will provide additional content or media assets.  

7. Non-Disclosure Agreement 

At any time during or subsequent to contract period, the Client agrees to keep in the strictest of confidence and trust all of the MRS Digital confidential information to which the Client has access. The Client will not use or disclose MRS Digital confidential information without the written consent of MRS Digital. The Client agrees not to attack/criticise MRS Digital or any of its employees, associate’s or partner’s publicly (on public forums, blogs, social networks etc) at any time during or subsequent to the contract period. Similarly the Client agrees not to seek SMM advice on forums, blogs, community groups or any social media in a way which brings bad name to MRS Digital or any of its employees, associates or partners. In case of breach of non-disclosure agreement, Client agrees to pay MRS Digital a reasonable cost for damages. 

8. Intellectual Property Rights 

  1. The Client hereby authorises MRS Digital to use any Intellectual Property Rights of the Client that are on the Website for the purpose of providing the Services. 
  2. All Intellectual Property Rights arising out of the Deliverables, including any graphics or programming code, shall be owned by MRS Digital until the Client has paid the Charges in full. Once the Client has paid the charges in full all such Intellectual Property Rights shall automatically be transferred to the Client – – with the exception of any images which are purchased by MRS for their single use only. 
  3. The Client acknowledges that, where MRS Digital does not own any Pre-existing Materials, MRS Digital licences all such rights to the Client on a royalty-fee non-exclusive worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and that such licence and the Client’s use of any Intellectual Property Rights in the Pre-Existing Materials is conditional on MRS Digital obtaining a written licence from the relevant licensor on such terms as will entitle MRS Digital to license such rights to the Client. 
  4. The Client licences all Intellectual Property Rights and other rights in the Input Material to MRS Digital on a royalty-fee non-exclusive worldwide basis to such an extent as is necessary to enable MRS Digital to provide the Services. 
  5. The Client undertakes that they have all necessary licences and consents to allow MRS Digital to use the Input Material for the purposes of providing the Services. 

9. Results 

The Client acknowledges and accepts the following in connection with the Services: 

  • MRS Digital is not responsible for the policies of social media networks. The Client website or any content on it may be excluded or banned from the Third Party Resources at any time. 
  • Many of the social media networks are subject to algorithms that control which posts users see and in what order. Accordingly, MRS Digital does not guarantee any SMM results insofar as they relate to the placement of Client’s posts, e.g. the reach or impressions received by a post. 
  • MRS Digital’s previous performance in the provision of the Services or services similar to the Services is not indicative of any future results that MRS Digital may achieve on behalf of the Client. 
  • Content published may be subject to the individual social media networks’ policies and procedures. Each edit or change made to such policies and procedures may affect SMM performance and the Client acknowledges that this is outside the control of MRS Digital. MRS Digital will endeavour to rectify any negative effects on the advertising arising from an edit or change to these policies and procedures. 
  • MRS Digital will use all reasonable endeavours to keep the Client informed of any changes to social media networks, industry practice or any other changes that MRS Digital is made aware of which may impact the provision of the Services.  

10. Disclaimer 

Client acknowledges the following with respect to SMM services from MRS Digital: 

  • All fees are non-refundable. 
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses if SMM work is destroyed either wholly or in parts, either knowingly or unknowingly by any party without the prior consultation of MRS Digital. SMM work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to social media network content or settings by any party other than MRS Digital or without first consulting MRS Digital: 
    • Deletion or any changes to any settings within social media network (e.g. relating to scheduling or mode of delivery) 
    • Changes to text, hyperlinks, images, videos or format of posts  
    • Changes to tracking or conversion settings either relating to the social media networks or Client’s website (e.g. Google Analytics) 
    • Deletion or changes to product feeds (e.g. in relation to Facebook Catalog) 
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if: 
    • There are significant changes to a website used in conjunction with Services 
    • Tracking is deleted or changed on the Client website or social media network or in a third-party tracking software (e.g. Google Analytics or Google Tag Manager) 
    • Client fails to resolve MRS Digital queries on time. 
    • Client delays in providing required access, documents, permissions or any support for SMM purposes. 
    • Client fails to make necessary changes to the website or social media network as and when advised by MRS Digital for carrying out the SMM services. 
    • There is a server outage for prolonged time on Client’s site. 
  • The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to MRS Digital for inclusion on social media networks are owned by the Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend MRS Digital and its subcontractors from any liability or suit arising from the use of such elements. 

11. Termination 

  1. Without limiting its other rights or remedies, MRS Digital may terminate the Contract with immediate effect by giving written notice to the Client if: 
    • if the Client fails to pay any amount due under the Contract on the due date for payment; 
    • the Client commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing of the breach; 
    • the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 
    • the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • the Client (being an individual) is the subject of a bankruptcy petition or order; 
    • a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 
    • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company); 
    • a floating charge holder over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver; 
    • a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; 
    • any event occurs, or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this document 
    • the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 
    • the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 
  2. Without limiting its other rights or remedies, MRS Digital shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and MRS Digital if the Client becomes subject to any of the events listed in clause 11.1(c)) to clause 11.1(m), or MRS Digital reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment. 

12. Consequences of Termination 

  1. On termination of the Contract for any reason: 
    • the Client shall immediately pay to MRS Digital all of MRS Digital’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MRS Digital shall submit an invoice, which shall be payable by the Client immediately on receipt; 
    • MRS Digital shall return to the Client all materials and all information and materials relating to the Campaign and any other Services which are reasonably necessary for the Client or its agents or suppliers to continue to provide similar services to those to be provided under the Contract, except that MRS Digital shall not be required to disclose any of confidential information relating to its business or systems, including any technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature; 
    • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 
    • clauses which expressly or by implication have effect after termination shall continue in full force and effect. 
  2. MRS Digital use third party software (e.g. Unbounce) to create and host Landing Pages for the Client in connection with Services. On termination of the Contract Landing Pages remain the sole property of MRS Digital. MRS Digital will transfer ownership of Landing Pages to the Client at their cost if requested. Client must create necessary accounts with third party software to permit such transfer of ownership. 

13. Data Protection 

Any personal data processed by and on behalf of the MRS Digital in connection with the Services will be processed in accordance with MRS Digital’ Privacy Policy, a copy of which can be obtained from MRS Digital available on the MRS Digital website. 

This Service Agreement should be read in conjunction with MRS Digital’s general T&Cs. 

Last updated 1st September 2021