Free SEO agreement
This is a free SEO agreement, or search engine optimisation services agreement. Under this agreement, a company or freelance SEO professional will provide SEO services to a customer or customers.
The SEO services to be provided might include online research, keyword research, strategy formulation, modifying websites, submitting website details to directories and other third-party services, link building, link baiting, and/or social media communications.
From a risk management perspective, one of the key issues with SEO services is the unpredictability of outcomes. An SEO services provider can influence the position of a client's website in the search engine results pages (SERPs), but cannot control it. To account for this, the free SEO agreement includes acknowledgements from the client that, generally speaking, results are not guaranteed and that websites can move up and down the SERPS. It also includes appropriate limitations and exclusions of liability.
The client may be required by the free SEO agreement to cooperate with the services provider. In particular, the client may be required to provide assistance in determining appropriate keywords, articles, blog posts and other written materials, access to analytics data and/or an email account on the client's domain.
A special clause in this free SEO agreement allocates "ownership" of online accounts used in the course of the provision of the SEO services. In some cases, it will be appropriate for these to remain in the control of the services provider; in other cases, it may be appropriate for the services provider to transfer control to the client.
As well as these more specialised provisions, the free SEO services agreement includes all the usual structural elements and a fairly comprehensive set of boilerplate clauses.Ask about this document
Free SEO agreement contents
- Definitions: definitions.
- Credit: docular credit; free documents licensing warning.
- Term: commencement of term; end of term.
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.
- Clientobligations: general second party obligations;Clientweb marketing obligations; web marketing resources consequences.
- ClientMaterials: supply ofClientmaterials; licence ofClientmaterials; warranties relating toClientmaterials.
: access toClientWebsitesClientwebsites; restrictions on changes toClientwebsites;Clientwebsites legality. Online Accounts:Provideronline accounts;Clientonline accounts; new online accounts; online accounts: parties may agree derogations from defaults. : 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.ClientTrade Marks 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).
- Reputation and goodwill: protection of second party reputation and goodwill; protection of first party reputation and goodwill.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Confidentiality obligations: Providerconfidentiality undertaking;Clientconfidentiality 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 delete confidential information following termination; confidentiality obligations after termination.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data processed bythe Provider(GDPR); purposes of processing of personal data bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingClientof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyClientof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; Clientdatasets upon termination.
- Status of Provider: first party is independent contractor not employee; no redundancy or compensation.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (WEB MARKETING PARTICULARS)
Minimum Term: minimum term prompt.
- Specification of
Services: specification of services prompt.
- Specification of
Deliverables: specification of deliverables prompt.
- Timetable: timetable prompt.
: second party materials prompt.ClientMaterials
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (
- Keyword guarantee: search engine results guarantee by keyword; keywords and key phrases list; tracking and reporting of keyword-based search results.
- Traffic guarantee: search engine traffic guarantee; tracking of search engine traffic.
- Failure to meet guarantee: failure to meet guarantee not breach of contract; consequences of failure to meet search marketing services guarantee.
- Exceptions: exception to guarantees on breach.
SCHEDULE 3 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.