Sample Client Services Agreement

1. About this template

This document is a sample template. ConvoHut publishes it as a starting point that an agency can adapt for its own agreement with its own client. It is provided for information only.

This is not legal advice, and it has not been prepared for any particular agency, client or country. The agency should have it reviewed by its own lawyer before using it, and should change it to suit its own services, prices and the laws that apply to it.

ConvoHut Pty Ltd is not a party to this agreement. The agreement is between the agency and its client only. ConvoHut is not responsible for the agency's services. The agreement that applies between an agency and its client is the one they actually sign.

Text in square brackets is a placeholder for the agency to complete or change.

2. Parties and start date

This agreement is between [Agency name] [ABN or company number] of [Agency address] (the Agency) and [Client name] [ABN or company number] of [Client address] (the Client).

This agreement starts on [start date] (the Start Date).

The Agency will provide WhatsApp follow-up services to the Client using ConvoHut, a WhatsApp automation platform provided by ConvoHut Pty Ltd. The services are described in sections 3 and 4 (the Services).

3. Services, Part A: one-off setup

The Agency will carry out the following setup work once.

• WhatsApp Business Account connection. Help the Client connect its WhatsApp Business Account and phone number to its ConvoHut workspace.
• Meta verification support. Help the Client prepare and submit what Meta asks for to verify the Client's business. Meta decides whether to verify a business and how long it takes.
• Data connection. Connect the Client's [Google Sheet, Zapier or Shopify] to the Client's ConvoHut workspace so that customer activity can start a follow-up.
• Message templates. Write the message templates needed for the first journeys and submit them to Meta for approval, after the Client has approved the wording. Meta decides whether to approve a template.
• First journeys. Build the first [3] journeys listed in the Schedule.
• Team inbox setup. Set up the team inbox in the Client's ConvoHut workspace and add the Client's team members.
• Handover training. Run [one] handover training session of up to [60] minutes for the Client's team.

The Agency will aim to complete setup within [ ] weeks after the Start Date. This depends on the Client meeting its responsibilities in section 8 and on Meta's verification and approval times, which the Agency does not control.

Setup is complete when [the first journeys in the Schedule are live, or ready to go live and waiting only on something the Client or Meta has to do].

4. Services, Part B: monthly management

From [the date setup is complete], the Agency will provide the following each month.

• Journey monitoring and improvements. Check that the Client's journeys are running, fix problems the Agency finds or is told about, and make improvements based on what the results show.
• Campaigns. Plan, write and send up to [2] campaigns a month to contacts who have agreed to receive them, after the Client has approved each campaign.
• Template updates. Update message templates, or write new ones, as needed for the journeys and campaigns covered by this agreement, and submit them to Meta for approval.
• Monthly report. Send a report by [the 10th day of the following month] covering messages sent, replies and the agreed outcomes listed in the Schedule.
• Monthly review call. Hold one review call of up to [45] minutes each month to go through the report and agree the next steps.

The Agency will respond to the Client's requests within [2] business days, during [the Agency's business hours].

5. What is not included

Unless the parties agree otherwise in writing, the Services do not include:

• replying to the Client's customers in the team inbox. [The Client's own team handles customer conversations];
• more than the number of journeys or campaigns set out in sections 3 and 4;
• paid advertising, website or app development, design or photography;
• building custom integrations beyond the data connection described in section 3;
• legal advice, including advice on consent, privacy or marketing law; and
• the Client's ConvoHut subscription and Meta message charges, which are covered in section 7.

Extra work is charged at [A$ ] per hour, or at a price agreed in writing before the work starts.

6. Fees and payment

• Setup fee: [A$ ], payable [50% on signing and 50% when setup is complete].
• Monthly management fee: [A$ ] per month, payable [monthly in advance], starting on [the date setup is complete].

Fees are stated excluding GST. [If the Agency is registered for GST, GST is added to the fees and shown on a tax invoice.]

The Client will pay each invoice within [14] days after the invoice date, by [payment method].

If an undisputed invoice is more than [14] days overdue, the Agency may pause the Services after giving the Client [7] days' written notice, until it is paid. Pausing the Services does not affect the Client's access to its own accounts.

The Agency may change the monthly management fee [after the minimum term, by giving the Client at least 30 days' written notice]. If the Client does not accept the change, it may end this agreement under section 12 before the change takes effect.

7. Third-party costs

The following costs are not included in the Agency's fees. The Client pays them directly to the provider.

• ConvoHut subscription. The Client subscribes to ConvoHut in its own name, accepts ConvoHut's Terms of Service itself, and pays ConvoHut directly.
• Meta message charges. The Client pays Meta directly for WhatsApp message charges. These depend on the number and type of messages sent and on Meta's prices, which Meta can change.
• Other tools. The Client pays for any other tools it uses, such as [Zapier or Shopify], directly.

The Agency does not add a markup to these costs and is not responsible for changes the providers make to their prices, products or policies.

[The Agency is a ConvoHut partner and may receive a revenue share from ConvoHut based on the Client's ConvoHut subscription. This does not change what the Client pays ConvoHut.]

8. Client responsibilities

The Client will do the following.

• Accurate contact data. Give the Agency contact data that is accurate, up to date and lawfully collected.
• Lawful consent. Make sure it has the consent the law and Meta require before marketing messages are sent to a person, keep a record of that consent, and tell the Agency promptly when a person opts out by any channel other than WhatsApp.
• Timely approvals. Review and approve, or give feedback on, message templates, journeys and campaigns within [3] business days after the Agency asks.
• Access. Give the Agency the access it needs to the Client's ConvoHut workspace, Meta business account, and [Google Sheet, Zapier or Shopify], using named user access where the tool allows it and not by sharing passwords.
• Contact person. Name one person who can make decisions and give approvals for the Client.
• Business information. Give the Agency accurate information about its products, prices, offers and policies, and tell the Agency when they change.
• Its own obligations. Follow ConvoHut's Terms of Service and Acceptable Use Policy, Meta's WhatsApp Business policies, and the laws that apply to its business and its marketing.

If the Client is late with something the Agency needs, the Agency's timeframes are extended by the length of the delay. The monthly management fee remains payable during a delay caused by the Client.

9. Account ownership

The Client owns its WhatsApp Business Account, its phone number, its ConvoHut workspace and its customer data. They are set up in the Client's name, and the Client is the account owner and administrator.

The Client keeps all of them if this agreement ends, for any reason.

The Agency has access only as a user that the Client has invited. The Client can remove the Agency's access at any time.

The Agency will not set up the Client's WhatsApp Business Account, phone number or ConvoHut workspace in the Agency's own name, and will not hold back access, credentials or data because of a dispute, including a dispute about fees.

The message templates, journeys and campaign content the Agency creates for the Client under this agreement [belong to the Client once the fees for that work have been paid]. The Agency keeps ownership of its own methods, know-how and general materials that were not created specifically for the Client, and [the Client may keep using any of those that are built into its journeys].

10. Message approval

The Agency will not send, or set live, any message template, journey or campaign until the Client has approved it in writing. Approval by email, or by [the approval method the parties agree], is enough.

The Client is responsible for the content it approves. This includes making sure that prices, offers, product claims and terms are correct and lawful.

The Client is responsible for deciding who receives each message. The Agency will only send to contacts the Client has confirmed have agreed to receive that type of message.

Every marketing message will identify the Client as the sender and include a clear way to opt out. The Agency will set up journeys and campaigns so that opt-outs made in WhatsApp are honoured.

The Agency may refuse to send a message that it reasonably believes would break the law, Meta's policies or ConvoHut's Acceptable Use Policy, and will tell the Client why.

11. No guarantee of results

The Agency will provide the Services with reasonable care and skill.

The Agency does not guarantee any particular result. This includes any particular number of replies, sales, bookings or recovered carts, any amount of revenue, or any delivery, read or reply rate.

Results depend on things the Agency does not control. These include the Client's products, prices and offers, the quality of the Client's contact data and consent, how the Client's team handles conversations, and decisions made by Meta about verification, template approval, message limits and account quality.

Any estimate or example the Agency gives is an estimate only.

12. Term, termination and handover

This agreement starts on the Start Date and continues for a minimum term of [3] months from [the date setup is complete]. After the minimum term it continues month to month until one party ends it.

After the minimum term, either party may end this agreement by giving the other at least [30] days' written notice.

Either party may end this agreement by written notice if the other breaches it in a material way and does not fix the breach within [14] days after being asked in writing to fix it, or if the other becomes insolvent.

The Agency may end this agreement immediately by written notice if the Client asks the Agency to send messages that the Agency reasonably believes are unlawful or spam, and the Client does not withdraw the request.

[If the Client ends this agreement during the minimum term other than for the Agency's breach, the Client will pay the monthly management fee for the rest of the minimum term.]

Handover. When this agreement ends, the Agency will, within [14] days:

• leave the Client's journeys, message templates and team inbox in place and working in the Client's workspace;
• give the Client a short written summary of what has been set up and how it works;
• hand over any documents and content created for the Client that the Client has paid for;
• remove its own access to the Client's accounts, or confirm that the Client has removed it; and
• return or delete the Client's data and confidential information held outside the Client's own accounts, except for copies the law requires the Agency to keep.

The Client will pay for Services provided up to the end date. The Client's ConvoHut subscription is separate and is not ended by the end of this agreement. If the Client wants to cancel it, the Client does that with ConvoHut directly.

13. Confidentiality and privacy

Each party will keep the other's confidential information confidential, use it only for this agreement, and share it only with staff, contractors and advisers who need it and who are bound to keep it confidential. This does not apply to information that is public, that was already known, or that the law requires to be disclosed.

The Client's customer and contact data belongs to the Client. The Agency handles it on the Client's behalf and on the Client's instructions, only to provide the Services.

The Agency will:

• not use the Client's customer data for its own purposes or for any other client;
• not copy or export the Client's customer data out of the Client's accounts unless the Services need it and the Client has agreed;
• take reasonable steps to keep the data secure and limit access to the people on its team who need it; and
• tell the Client promptly, and in any case within [2] business days, if it becomes aware of unauthorised access to, or loss or disclosure of, the Client's customer data.

Each party will follow the privacy and spam laws that apply to it, including the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) where they apply.

The Client's data inside ConvoHut is handled by ConvoHut under ConvoHut's Terms of Service and privacy policy, which the Client has accepted directly.

The Agency will not name the Client in a case study, testimonial or other marketing without the Client's written consent.

14. Liability

Nothing in this agreement excludes, restricts or modifies any right, remedy or guarantee that cannot be excluded or limited by law, including under the Australian Consumer Law. Where the law allows the Agency to limit its liability for a failure to comply with a consumer guarantee, the Agency's liability is limited, at its option, to supplying the Services again or paying the cost of having them supplied again.

Subject to that, neither party is liable to the other for loss of profit, loss of revenue, loss of business or any indirect or consequential loss.

Subject to the first paragraph, the Agency's total liability to the Client for all claims arising from this agreement is limited to [the fees the Client paid the Agency under this agreement in the 12 months before the claim arose].

The Agency is not responsible for the ConvoHut product, WhatsApp, Meta or any other third-party tool, including outages, changes to features or prices, or decisions by Meta to reject a template, limit messaging or restrict an account. [This does not apply to the extent the decision was caused by the Agency sending something the Client did not approve.]

The Client is responsible for claims that arise because the Client did not have the consent it needed to message a person, or because content the Client approved was incorrect or unlawful. [The Client indemnifies the Agency against those claims.]

Each party must take reasonable steps to reduce any loss it suffers.

15. General

• Independent contractor. The Agency is an independent contractor. It is not the Client's employee, agent or partner. The Agency may use subcontractors and is responsible for their work.
• Disputes. If there is a dispute, the parties will first try in good faith to resolve it by discussion between senior people. [If it is not resolved within 20 business days, either party may refer it to mediation in [city] before starting court proceedings, except for urgent relief.]
• Governing law. This agreement is governed by the laws of [Victoria, Australia].
• Changes. This agreement can only be changed in writing agreed by both parties.
• Assignment. Neither party may transfer this agreement without the other's written consent, which must not be unreasonably withheld.
• Entire agreement. This agreement, including the Schedule, is the whole agreement between the parties about the Services.
• Notices. Notices must be in writing and sent by email to the addresses in the signing section.
• Severance. If part of this agreement cannot be enforced, the rest continues to apply.
• Electronic signature. This agreement may be signed electronically and in any number of copies.

Signed as an agreement.

• For the Agency. Signature: ______________________________ Name: ______________________________ Title: ______________________________ Email: ______________________________ Date: ______________________________
• For the Client. Signature: ______________________________ Name: ______________________________ Title: ______________________________ Email: ______________________________ Date: ______________________________

16. Schedule: first journeys and reporting

First journeys to be built in Part A.

• Journey 1. Name: ______________________________ Starts when: ______________________________ Goal: ______________________________
• Journey 2. Name: ______________________________ Starts when: ______________________________ Goal: ______________________________
• Journey 3. Name: ______________________________ Starts when: ______________________________ Goal: ______________________________

Data source to be connected (Google Sheet, Zapier or Shopify): ______________________________

Client contact person for approvals: ______________________________

Metrics in the monthly report.

• Messages sent: ______________________________
• Replies: ______________________________
• Agreed outcome 1 (for example orders, bookings or enquiries): ______________________________
• Agreed outcome 2: ______________________________
• Agreed outcome 3: ______________________________
• How each agreed outcome is measured and where the figures come from: ______________________________

Day and time of the monthly review call: ______________________________