Social Media Marketing Terms and Conditions

By DASRAA Tech Private Limited

Section 1: Scope of Work

Client Requirements for Service Delivery

  • Post Requirements: Agreed number of posts to be created within a specified time period on provided social media accounts.
  • Content Types: Depending on the package purchased or as detailed in the contract, content may include:
    • Graphic Design Images
    • Short Videos/Reels
    • Long Videos
    • Festival Posts
    • Animated Images/Videos
    • Informational Posts
    • Forms or links to various services
    • Paid Advertisements
  • Account Access: Client must provide access to all social media handles with necessary privileges for the Service Provider.
  • Advertisement Budget: For paid advertisements, the client must provide the total budget in advance, at least 24 hours before the ad goes live.

Service Provider Deliverables

  • Graphic Design: Creating engaging designs, including graphic designs to inform customers about products and other information as requested by the Client.
  • Content Creation:
    • Producing posts for major festivals and other special occasions as specified by the Client.
    • Creating content in various formats such as images, videos, and animations as specified in contract or the package purchased.
  • Content Calendar:
    • Developing a content calendar that outlines the schedule for posts and campaigns.
    • The number of total posts and their schedule will be agreed upon in the package and payments.
  • Additional Services: Any additional services such as social media reels, long videos, animations, and other special content must be included in the proposal or contract and agreed upon as deliverables.

Expanded Deliverables for Social Media Marketing

Deliverables include graphic designs and content created for the client. They may also include social media strategies, plans, and content calendars if agreed upon in advance.

Scope of Work Exclusions

  • Creation of content outside of purchased packages.
  • Content for social media handles not specified in quotations, contracts, or agreements.
  • Creation of emails.
  • Fundraising campaigns.
  • Designs not intended for social media use.
  • Designs for printing, banners, branding, pamphlets, etc., unless agreed upon.

Agreement: The mentioned tasks are agreed upon by both parties.

Legal Liability: Service Provider is not legally liable to provide services to the client other than which are mentioned in the agreement.

Commencement: Service Provider will commence as soon as they receive an approval letter from the client, and start time is negotiable at the convenience of both parties. The requirements enlisted above must be met for commencement.

Client Responsibilities: Client shall provide the Service Provider with all information, multimedia, and data required for the project. Service Provider will not be liable to collect data which is unreasonable, paid, and out of reach.

Section 2: Terms of Payment

Payment Terms

  • Total cost and currency as mentioned in the Project Proposal.
  • Quotations are exclusive of VAT and Government Taxation.
  • Invoices are to be presented within 7 days of the due date, including government taxations.
  • Payment is due within 15 days of presenting the invoice.
  • Accepted forms of payment: cash, bank transfer, and digital wallets (Esewa or Khalti).

Advance Payments

  • Monthly Packages: Client should pay in advance the whole fees required for a month of the service.
  • Yearly Packages: Client should pay in advance the whole fees required for three months of the service.

Ad Budget

The Ad Budget to be spent on paid advertisement across various platforms should be paid in advance along with the transaction charges incurred.

Transaction Fees

Client will be liable to pay transaction fees required during purchase of different services regarding social media marketing. Various transactions charges that the client will be liable to are:

  • SWIFT Transfer Fees
  • Intermediary Bank Fees
  • Foreign Exchange Margin

Late Payment Consequences

In case of late payment, the Service Provider can halt work, retract changes, terminate the contract, or take legal action.

Additional Costs

Any additional costs required for the project, except for development, shall be borne by the Client.

Section 3: Timelines and Milestones

Project Timeline Commitments

  • Adherence to Timeline: The timeline detailed in the Project Proposal or Quotations will be followed.
  • Project Start Date: The project start date will be established under mutual agreement.
  • Project Completion: Completion will occur after the working period mentioned in the proposal.
  • Commencement: Service Provider will commence as soon as they receive an approval letter from the client, and start time is negotiable at the convenience of both parties.
  • Deliverables: All deliverables will be handed over to the Client by the Service Provider within 15 days of invoice clearance.
  • Social Media Content Creation Timelines: Service provider will be liable to meet the number and types of posts that have been agreed upon within the completion of the purchased package or timeline specified in the agreed contract, quotation, or proposal. For some deliverables, it is understood that significant time might be invested in to develop the deliverables like content calendar, campaign plans, or strategies.

Milestone Tracking

Progress Reports: Progress reports will be provided to the Client, outlining the status of ongoing development tasks and any issues encountered upon request or on regular periods if established in other contracts or agreements.

Milestone Reviews: Periodic reviews can be conducted by client to ensure that milestones are being met according to the agreed timeline.

Section 4: Changes and Revisions

Project Change Policy

  • Agreement on Changes: Changes must be agreed upon and adhere to the scope of work.
  • Liability for Post-Completion Changes: The Service Provider is not liable for changes after the completion or termination of the project.
  • Scope Alteration Charges: Additional charges may apply for changes that alter the scope of work.
  • Definition of Alterations: Alterations include adding new sections, pages, or functionalities not in the proposal.

Section 5: Ownership of Intellectual Property

Ownership and Rights

  • Ownership transfers to the Client upon full payment for:
    • Purchased digital assets like images, videos, and texts.
    • Policies and plans including campaign plans and content calendars if agreed upon initiation.
  • The Service Provider retains the right to use completed projects for portfolio and marketing purposes.
  • The Client retains all intellectual property rights in provided materials.

Section 6: Confidentiality

Confidentiality Agreement Terms

  • Mutual Confidentiality: Both parties may access Confidential Information and agree to keep it confidential.
  • Third-Party Non-Disclosure: No disclosure of Confidential Information to third parties.
  • Client's Obligation: The Client agrees to preserve the confidentiality of the Service Provider's proprietary information.

Section 7: Limitation of Liability

Limitation of Liability

  • Indirect or Consequential Damages: The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client, whether in an action in contract or tort, even if the Service Provider has been advised of the possibility of such damages.
  • Cap on Liability: The Service Provider's total liability for any claims arising out of or related to this agreement will not exceed the total amount paid by the Client to the Service Provider during the three months prior to the event giving rise to the liability.

Section 8: Termination

Termination Clauses

  • Termination Notice: Either party may terminate this agreement upon 30 days' written notice to the other party.
  • Client Termination: In the event of termination by the Client, the Client shall pay for all work completed up to the date of termination.
  • Immediate Termination by Service Provider: The Service Provider reserves the right to terminate the agreement immediately if the Client fails to comply with any terms and conditions outlined in this document.

Section 9: Warranty

Performance and Care

  • Professional Standards: The Service Provider agrees to perform all services under this agreement in a professional and workmanlike manner, to the best of its ability.
  • Quality and Standards: The Service Provider will work diligently to meet the Client's expectations within the defined project scope, ensuring all deliverables meet prevailing industry norms.
  • Rectification of Deficiencies: Should any services be found deficient or not in compliance with the agreed project scope due to errors on the Service Provider's part, the Service Provider will rectify such deficiencies at no additional charge to the Client.
  • Limitations of Warranty: Notwithstanding the above, the Service Provider does not warrant that the services will meet all of the Client's requirements or that the operation of the services will be uninterrupted or error-free. However, the Service Provider will work to rectify any issues that arise.
  • Project Benefits and Guarantees: The Service Provider does not guarantee the expected benefits of the project in terms of actual amounts, other than tangible assets like the number of designs provided. Additionally, the Service Provider does not promise or guarantee any expected statistical advantages to be exact at the end of the project.
  • Conformance & Defect-Free Period: The Service Provider warrants that the services provided will conform to the agreed specifications and be free from defects for a period of 100 days after delivery.
  • Client's Responsibility: The Client must notify the Service Provider of any defects or issues within the warranty period for the Service Provider to provide rectification.

Section 10: Governing Law

Agreement Terms

  • Governing Law: This agreement shall be governed by and construed in accordance with the laws of Nepal.
  • Jurisdiction: Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Nepal.

Section 11: Force Majeure

The Service Provider shall not be held liable for any failure or delay in performing its obligations under this agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, natural disasters, pandemics, strikes, or interruptions in internet or communication services.

Section 12: Dispute Resolution

Dispute Resolution Process

  • Good Faith Negotiations: In the event of any dispute arising out of or in connection with this agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.
  • Mediation or Arbitration: If the dispute cannot be resolved through negotiations, it shall be referred to mediation or arbitration in accordance with the applicable rules and procedures in Nepal.

Section 13: Goodwill, Partnership and Cooperation

It is mutually agreed by both parties that both parties are working in favor of the growth and development of each other. In doing so, both parties agree to provide each other various supports and cooperation for the benefit of each other. Both parties are enabled to extend and provide help and support based on mutual understanding, which is not under any legal obligation but as a gesture of goodwill, partnership, and cooperation.

Section 14: Entire Agreement

Key Terms of the Agreement

  • Entire Understanding: This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and discussions relating to its subject matter.
  • Amendments or Modifications: Any amendments or modifications to this agreement must be made in writing and signed by both parties.
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