The most common mistake of small-medium business enterprises is to enter into contracts and agreements without having a thorough knowledge about the content in the agreement. To save time, many people sign without reading what is expected out of them and the rules that they should follow. This not only poses a legal vulnerability, but also may create unrealistic expectations of the results the digital agency will deliver.
Some people find it difficult to understand the technical terms in a contract and sometimes a few points in a contract are also not well explained. Digital Marketing is a technical field; the terms used in their services are not always intuitive and easy to understand. Therefore, you should look for these 8 things in a contract while signing an agreement with a digital marketing agency:
1. Scope of Work: The agency should provide you with a brief explanation of their services and work. Clear definitions of each of the services are vital to be laid out for the understanding of both the client and the agency. A digital marketing scope of work includes a lot of technical terms. You should make sure that you understand all the terms properly; the type of services under each term and till what extent is the company going to offer those services.
For example, one of the services provided by a digital marketing agency is social media marketing. Under this, the agency would direct the proper implementation of social media channels that would further build the brand, loyal customer base and community. In this the agency should mention the number posts it would post per week for their client on which social media platforms.
2. Assignment of Specific Rights: The roles and liberties should be mentioned here. The agency should mention all the type of rights that it needs from the client under this section. Some of the rights include using client’s logo, being in constant touch with their web developer or to be in constant touch with the client’s in-house team for all the web page and online information. This will help the client to have a clear picture about what and how to give the agency support.
3. Payment Terms: While outsourcing your work, you should be aware of the payment terms of the agency. Most agencies work on upfront payment on a retainer basis. If your brief is for a particular campaign, payment terms might vary with a certain % being paid up front and the balance on completion of the campaign.
The agency should mention every small detail starting from the date and day of payment per month, the mode of payment, the name to be mentioned on the cheque (if the mode of payment is by cheque) to the amount mentioned properly in words and in numbers.
You should also ask the agency to mention about the additional charges or fees and the late payment fees.
4. Termination: The basis for termination should be discussed and noted down in the contract by both the parties.
Termination can be based on various factors such as performance, force majeure etc. It is important to discuss the termination process as sometimes due to not so precise process rules, both the parties face a lot of problems.
The contract should also mention if there would be any additional expenses or fees related to termination of the contract and the notice period that must be given for termination.
5. Confidentiality: In order to keep your data and information safe, you should add a confidentiality clause in your contract.
Under this, the agency has to keep and manage your data safely. They would be restricted to use your data in a certain way. This is especially true in cases where the agency is handling your customer data or email lists. The business value of many retail chains lies in their customer emails and it would be important to safeguard those.
If the agency fails to comply with the clause, then you can terminate the agreement.
6. Unauthorized use/ sale to other parties: Under this clause, you can bind the agency to use original ideas for you and their other clients.
The agency won’t be able to use the same idea for two or more clients. This would ensure exclusivity to all the agency’s clients and would provide the agency a way to expand their creativity.
7. Disclaimers: It is really important to have disclaimers in your contract, as it would help you and the agency to mention all other clauses or conditions, which are not covered under other sections.
This is more realistic as it is based upon both the capabilities of both the parties. It also explains the constraints the agency might face while working for you such as the agency has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future.
Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
8. Performance Guarantee: This is one of the most tricky parts of the agreement. This provides the client a clear idea about the exact process and service that they’ll be getting, for example the agency can mention the number of posts it will create and post for you per week or month. Performance is best judged by identifying the key metrics related to that account such as website traffic, size of the social media community etc. and tracked against performance on those parameters. Most often, there is a lack of realistic understanding of what can be achieved.
It would be beneficial for you, if you read and checked these clauses well in the agreement. Always read the agreement to play safe!