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SEO terms and conditions

This document may be used to create standard terms of business for an individual, partnership or company offering search engine marketing (SEM) services.

SEO services present risks for both the service provider and the customer.

The service provider, for instance, will need a certain amount of cooperation from the customer; without adequate cooperation, it may be very difficult for the service provider to get results. On the other hand, the service provider will want any guarantees made to the customer to be tightly defined.

The customer will want to know that no damage will result from the services. The use of "black hat" techniques could for example lead to less prominence in the search engines results pages.

The detailed legal provisions relating to the services are set out in the main body of the T&Cs. The commercial and financial provisions should be included in the statement of work, which is provided as an attachment to the T&Cs in skeleton form.

In addition, an optional guarantee is provided with this document. Using the optional guarantee, the service provider may undertake to ensure that organic website traffic will increase by some defined amount, or that rankings on the search engine results pages will increase for some defined terms.

See also our SEO agreement document, which has the same content in a slightly different form.

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SEO terms and conditions contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term; each contract distinct.
  3. Search Marketing Services: obligation to provide search marketing services; search marketing services undertaking; acknowledgements relating to search marketing services; no performance guarantees for search marketing services.
  4. Client
    obligations:
    general second party obligations;
    Client
     web marketing obligations; web marketing resources consequences.
  5. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  6. Client
     Websites
    :
    access to 
    Client
     websites; restrictions on changes to 
    Client
     websites;
    Client
     websites legality.
  7. Online Accounts:
    Provider
     online accounts;
    Client
     online accounts; new online accounts; online accounts: parties may agree derogations from defaults.
  8. Client
    Trade Marks
    :
    provision of trade marks; licence to use customer trade marks; trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.
  9. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  10. Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
  11. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  14. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  15. Data protection: compliance with data protection laws; warranty of
    Client
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR);
    Provider
     to provide information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  16. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  17. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  18. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  19. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  20. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  21. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights;
    Client
     datasets upon termination.
  22. Status of
    Provider
    :
    first party is independent contractor not employee; no redundancy or compensation.
  23. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
  24. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  25. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  26. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

STATEMENT OF WORK

SEARCH MARKETING SERVICES GUARANTEE

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