What are the Key Points to Check in a Contract for SNS Management Services?

With the global expansion of social media platforms such as Instagram and Twitter, it is becoming increasingly common for companies to have their own social media accounts. The aim is to advertise their products and services to the world.

Along with the entry of companies into social media, there is an increasing number of companies outsourcing their social media operations.

So, what should you be aware of when entrusting your social media operations to an agency? Let’s discuss the points to consider in a Social Media Management Agency Contract.

What is SNS Management Service?

With many people gathering information on their smartphones, advertising products or services on social media platforms like Instagram and Twitter can efficiently attract customers and increase sales.

However, if you are not familiar with managing social media, or if your messages do not reach your targeted customers, even having a social media account may not lead to increased sales.

That’s where social media management services come in. A social media management service is a service that takes over the operation of a company’s social media accounts.

If you’re struggling with attracting customers on social media, or if your company lacks the know-how to manage social media, delegating to a social media management service might help you achieve significant advertising and promotional effects. You can mainly delegate the following tasks to a social media management agency:

• Regular posting on social media
• Responding to comments and direct messages
• Planning and consulting on social media marketing strategies, such as analyzing target demographics

Social media management services can be outsourced to companies such as web development agencies. There are also freelancers who provide these services.

Contents of the SNS Operation Agency Consignment Contract

When using an SNS operation agency service, it is necessary to conclude an SNS operation agency consignment contract with the contractor.

Basic Items of the SNS Operation Agency Consignment Contract

The items often included in the SNS operation agency consignment contract are as follows. In particular, be sure to include details about the consignment work, consignment fee, and duration.

• Content of consignment work (specifically describe, such as monthly updates)
• Consignment fee (specifically describe, such as basic fee + additional fee depending on results)
• Contract period
• Re-consignment
• Handling of personal information
• Confidentiality
• Ownership of rights
• Claims from third parties
• Termination
• Exclusion of antisocial forces
• Damage compensation
• Changes in contract content
• Contract discussions
• Prohibition of transfer
• Complete agreement
• Force majeure
• Jurisdictional court, etc.

Points to Pay Special Attention to

When concluding an SNS operation agency consignment contract, the following points should be carefully considered.

Whether Re-consignment is Allowed

If re-consignment is not stipulated, the work may be arbitrarily consigned to a third party, which could result in not achieving the expected results or risk of information leakage. Therefore, it should be clearly stipulated.

• When re-consigning, it should be stipulated that the prior written consent of the consignor is required
• It should be stipulated that the contractor bears all responsibility for the work performed by the re-consignee

It would be good to include such items in the contract.

Ownership of Rights

It is also necessary to properly stipulate the ownership of intellectual property rights related to the results such as articles and images posted on SNS and inventions generated in the process of operation agency work. Whether to decide “upon discussion” or “to be owned by the consignor”, it should be clearly stated after negotiating with the contractor.

Damage Compensation

For the maximum amount of damages to be paid to the other party in case of contract violation, it is often set as “a certain number of months of consignment fee” or “the same amount as the consignment fee”.

In particular, it is safer to set a maximum amount for the damages to be paid by the consignor.

Claims from Third Parties

It is also necessary to stipulate who, the consignor or the contractor, will be responsible in case a claim is received on the grounds that the article or image posted on SNS infringes the rights of a third party.

For example, if the contractor posts an illustration that is not copyright-free on SNS without indicating the source, and receives some claim from the rights holder of the illustration, if it is stipulated that “the contractor will handle it”, the consignor can avoid responsibility.

For information on the copyright of photos posted and the author, please refer to the following article.

https://monolith.law/reputation/copyright-property-and-author-by-posting-photos[ja]

For a detailed explanation of copyright infringement on Twitter and Instagram, please see below.

https://monolith.law/reputation/difficulty-in-identifying-criminals-on-twitter[ja]

Handling of Personal Information

When consigning the operation of SNS, it is also necessary to stipulate the handling of personal information held by the consignor. Make sure that personal information is not disclosed indiscriminately.

Once personal information is leaked, it becomes a serious liability issue, so it needs to be clearly stated in the contract.

Also, the obligation to keep personal information confidential not only during the contract period but also after the end of the contract period should be stated together.

For information on the Personal Information Protection Law and personal information, please refer to the following article.

https://monolith.law/corporate/act-on-the-protection-of-personal-information-privacy-issues[ja]

Summary

If you are struggling with attracting customers via social media or if managing social media within your company is becoming a burden, you can consider outsourcing your social media operations.

As we have seen in this article, there are several points to be careful about when concluding a contract for outsourcing social media operations. If you are unsure, it may be beneficial to consult with a lawyer who is knowledgeable about laws related to the internet.

Contract Creation and Review Services by Our Firm

At Monolis Law Firm, we leverage our strengths in IT, Internet, and business law to provide a wide range of services, including the creation and review of various contracts, not limited to agency contracts, to our client companies and advisory firms.

For those interested, please see the details below.