There must be a contract for website promotion, but this is not enough to protect your interests in court. Therefore, it is necessary to draw up a document carefully, taking into account all the subtleties and nuances of the sphere.
Since, of the two parties to the agreement, it is the client who usually understands little in Internet marketing, I decided to look at the problem through his eyes.
We will understand what items of the contract customers should pay special attention to. But for starters, I will give a few examples from judicial practice to show what circumstances affect the court decision.
All these tips are advisory in nature, there are no hard and fast rules in this matter.
Judicial practice on contracts for website promotion
In arbitration practice has accumulated enough such cases. They are very similar, and there are enough losers on both sides of the barricades. Consider a few court decisions taken in 2017.
Example number 1. In case No. A40-123484 / 16-132-724, the customer appealed to the court with a demand to recover almost 200 million rubles from the executor. Almost the entire amount - lost profits. The car dealership site got under the Minusinsk filter. While the resource was under the filter, traffic fell, and with it, sales. The plaintiff found that the performer who used the gray methods of promotion was to blame. But he could not prove it, the court refused the claim.
Example number 2. In case No. A32-9805/2017, the contractor demanded over half a million rubles of debt under the search promotion agreement. The first few months, the client regularly paid, then stopped. The executor demanded to pay for the work, received no answer, and went to court. The customer tried to prove that the contractor himself did not fulfill his obligations - he did not send monthly traffic statistics to the site. But the artist has e-mail with reports in the e-mail box. And the client signed all the acts, did not make any claims. The court ordered the customer to pay the debt with interest and reimburse legal costs.
Example number 3. On the case of № А65-2912 / 2017, the client appealed to the court with a request to return the prepayment under the contract for website promotion. The court found that the contractor did not provide the services specified in the contract in full, and the work performed was of inadequate quality.
The website of the customer did not optimize the pages, did not post texts on third-party resources, and even distorted information about the company and services. Before going to court, the client tried to solve everything peacefully many times, asked the contractor to correct the shortcomings and speed up the process in order to meet the deadline. But he did not respond to requests, as he did to a written complaint sent in court. The judge acknowledged that the client is right, and ordered the contractor to return the money.
Remember, going to court you must substantiate your claims and prove the causal link between the losses and the actions of the other party.
The first document that the court considers in such cases is an agreement on the provision of services with annexes and additional agreements. It is there that all essential circumstances should be fixed, according to which the judge will be able to determine who has fulfilled obligations and who is not. Accounts, acts, reports, expert opinions are also considered, but first a contract.
What clauses of the contract should pay attention
In legal documents, every word and punctuation mark is important. Remember "execute cannot be pardoned"? That's about the same. If the contract was on the side of the performer, carefully read and reread. You are not sure about something - consult a lawyer, preferably with experience in contractual work in the field of digital.
We will focus only on the main points and essential conditions.
Terms and Definitions
The contract stipulates that the performer undertakes to "generate leads." Only here the word "lead generation" has many meanings: from receiving applications for a site to creating introductory paragraphs to articles (the first few sentences in the article are called journalists and copywriters lead). The parties may understand the contract differently. As a result, the contractor will think that articles with steep entries are expected of him, and the customer wants to receive applications from customers.
This hypothetical situation clearly shows how important it is to make sure that you and the performer are talking about the same thing. Internet marketers use many words and concepts that will not say anything to people far from digital. Do you know what “url”, “targeting”, “clickable”, “landing page”, “key phrase”, “optimization” are? Sure? Even so, it is worth to be safe.
Council Make sure that you and the contractor understand the terms in the same way, and write down the interpretation in the promotion agreement.
Subject of the contract
The customer and the performer did not agree on the promotion of the site. The client believes that website promotion is too slow and wrong at all.
Not having received the results of the promotion, he submits a claim demanding the return of the prepayment. The court considers the materials and makes a decision: the contract is invalid, the essential condition of the subject is missing. And that means he cannot fulfill his obligations under it.
Even if the subject of the contract is registered, pay attention to the wording itself. The subject of the contract for the promotion of the site can not be the final and measurable result. About "in the top 3 for 2 months" or "increase in attendance by 4 times in six months," there can be no question.
Firstly, on the website promotion they conclude a contract of paid services, and its subject matter is actions and processes, but not the result. Secondly, there are so many factors influencing online promotion that no specialist can guarantee a specific time frame, traffic and positions. Even if he is in the promotion of more than one dog ate.
Council Ensure that the contract contains specific work that you assign to the performer. If you want numbers, list them as the goal of online promotion. This wording will not allow the court to qualify the contract incorrectly, and you can expect that the requirements will be met.
Price of services
Under the contract, the contractor’s services cost 75,000 rubles. per month. The client calculated the budget, and at the end of the month received 2 accounts: one for this amount, and the second for another 75,000 rubles. It turned out that the contract for additional services was prescribed in the contract: contextual and targeted advertising, text content, etc. The client did not pay attention to it: he did not think that the budget would double.
The situation is ambiguous. On the one hand, the performer will not put this money in his pocket, on the other - to spend 150,000 rubles on promotion. the customer was not ready.
Price is another condition, without which the court will recognize the document as invalid. In the promotion contract, it is usually prescribed in the form of a monthly fixed payment.
Council This situation often occurs when a customer orders not a comprehensive promotion, but separate services: SMM, site optimization, context setting. To prevent this from happening, write down in the contract what is included in the contractor’s services and what additional specialists he will need. Make together a separate estimate for additional expenses, approve the budget for advertising and content, coordinate the volumes.
Penalties and penalties
Under the contract, you must pay bills for the promotion of the site on the 25th of each month. The contractor has always exhibited documents for the week, but lately they come a few days later. You do not have time to execute transfers on time and pay penalties.
It is better to tie the due date to the date of receipt of the invoice, rather than specifying a specific number to pay on time, regardless of the workload of the contractor.
Council Write down the deadlines for paying bills with a margin so that your accounting department with all the approvals and delays has time to transfer money. Make sure that the performer is also responsible for violation of the terms and agreements. Record this in specific figures or percentage of the cost of services.
The working process
Suppose you have verbally discussed with the agency all the work on the project. Among them were publications on specialized resources. For half a year they failed to produce a single material, although they were taken into account when calculating the cost. You can terminate the contract and demand money back, and the court will support you, but only if all the works are enshrined in the contract.
Typically, the contract writes the price per month, and the subject of it - the work and services, so write down a list of specific actions.
Council All significant conditions fix in writing, not verbally. It's not about the decency of a partner, it's just that people tend to make mistakes. Verbal promises can be forgotten, and obligations for the fulfillment of which will have to answer - no.
Writing in the contract a detailed schedule of work for six months ahead will not work, a maximum of two months. Further actions are planned after analyzing the resource and drawing up a strategy. The work plan for each month can be approved by an additional agreement to the contract.
Circumstances changed, the budget was thrown to more priority areas and the customer notified the contractor of the early termination of the contract. He sent a letter to the address [email protected], where he usually sent urgent letters, paid for the last month and considered the issue resolved, although he did not receive an answer. But the contractor continued to work and demanded to pay in a month. Perhaps the letter got into "Spam", and the performer simply did not see it, but the fact remains - you have to pay for the work done, but the customer has nothing. If the conflict will be dealt with by the court, it will be difficult to confirm that the customer has actually reported early termination. He will be able to show the outgoing letter, but it is unlikely to prove that the address [email protected] really belongs to the contractor.
Council All communication channels through which you plan to exchange with the contractor information on the project, reports and documents should be given legal force in the contract, preferably with specific names, addresses, logins and nicknames. With such an approach, it will be easier to prove "was there a boy?"
Quality of service
One of the areas of integrated promotion that the customer ordered is a corporate blog. He organized interviews with experts, trying to help the performer make good materials. But the result did not satisfy him categorically. The contractor wrote absolutely not what the client wanted. But the customer will not be able to make a claim and demand that the texts be processed if the quality assessment criteria are not specified in the contract.
Council Add to the contract applications with technical tasks. Write in them the requirements and characteristics that text materials, design layouts and other work results must meet. So you can specify the specific points of the documents and request to do the work in accordance with them or return the money.
Detailed reporting is a job that takes a lot of time and effort. So that there is no disagreement between the contractor and the customer on this item, it must also be specified in the contract.
Council Do you want to keep your finger on the pulse? Give a special place to the items that relate to reporting. Specify how often you want to receive reports: monthly or weekly, and in what form. Even better, put together a template with all the parameters of interest. These can be lists of new pages and released materials, reports from statistical systems, dynamics of activity on social networks, references to a company on third-party sites, etc.
The unexpected termination of cooperation causes problems for both parties. If the contractor suddenly refuses to work on the site, even for a good reason, the search for a new one may take a long time, traffic will drop, sales will fall. If the customer refuses, the contractor will not be able to quickly distribute their resources and lose profits.
Therefore, the contract is always prescribed the possibility of early termination. You may not work together or refuse to move, throwing budgets to more priority areas.
The contract is not bondage, you can stop cooperation at any time. But in order not to be in the situation described above, it is better for both parties to sign an obligation to report an intention to terminate the contract in advance: the standard period is 30 days. During this time you will have time to find a new contractor, and the site will not suffer, and the contractor will be able to take a new client, knowing that in a month your project will not be, and will not lose revenue.
And one more tip
Do not take the workflow as a simple formality. Working on the article, I studied dozens of cases. And in every second signed acts prove that the defendant has fulfilled its obligations. If you think that services are rendered poorly, there are complaints and you can motivate them - send the relevant documents to the contractor. Even if you can’t achieve a workout in a peaceful way, it will help protect your rights in court.