SEO Service Contract – Learn to write it.
If you are a SEO company/consultant then it is important that you safeguard your interest by entering into a legally binding agreement (also known as contract) with your client.
The following are some important tips to consider when you and your lawyer sit to write a contract:
1. Details of the parties entering into a contract
Start your contract by specifying details of the parties entering into the contract. Like who is hiring you, what you are being hired to do, when you are hired and for how long.
2. Definitions
Define the SEO terms/jargons which you are going to use in the contract. Like what do you mean by SEO, link building, keywords, keyword research, website usability, user engagement etc.
The goal is to develop a contract in a language that is mutually understood by all the parties entering into a contract and which minimizes erroneous beliefs. This can help you later in court, if the client claims to make the contract ‘by mistake’.
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3. Specific Duties
Specify all the services to be performed by you in great detail and in plain language. For e.g. services to be performed: website Audit, Keyword Research, on-page optimization, link building, SEO analysis, copywriting, PPC management, consulting and educating the client etc.
4. Payment Terms
Cleary specify your payment terms like total fees for the project, your hourly rates, advanced fees, modes of payment, currency accepted. Make sure that your client agrees to reimburse to you any incidental cost related to SEO services like long-distance telephone calls, shipping, postage, courier and travel.
5. Pricing Structure
The contract should clearly specify the pricing structure. Generally pricing structure is based on an hourly rate but sometimes it is also based on performance.
If you are going to charge on an hourly basis then you should specify the estimated number of hours required to complete each task specified in the contract. Since you have done the time estimation, you must be ready to go beyond the agreed man-hours to complete a task/project without charging anything extra in case of a delay from your end.
Never spend on your client’s behalf (like paid directory submissions, link buying, etc) without first getting approval in writing. Your client may refuse to pay you later for added expenses.
Avoid performance-based pricing. Don’t even mention it unless and until your client is hell-bent on it. Everyone has a different way of evaluating performance. You may think that you are performing well. But you may not be performing at all in your client’s eye. So even when you go for performance-based pricing clearly define in the contract what performance means and how it is measured. You can measure performance by targeted traffic and rankings in SERPs. Include ROI, Sales, leads or conversions as a performance measuring metrics at your own risk. I won’t suggest you as these metrics are beyond the control of SEO.
Many people/businesses think that in performance-based pricing you need to pay only when there is some performance. So make sure that you clearly specify some fixed fees also. And get ready to include a lot of exclusions clauses as traffic and rankings depend not only on SEO but also on a myriad of other factors like algorithm update, change in visitor’s trend, etc.
6. Advance Payment
Always charge some fees upfront. I have got few proposals in the past in which client asked me to first bring the website in top 10 for targeted keywords and then only he will pay me. I refused straightaway.
7. Refunds
Do meticulous effort, time, and cost estimations before you offer any sort of refund in lieu of not getting guaranteed rankings/desired results within the time frame.
The time required to complete a project depends upon the current rankings and can vary from competition to competition. For some keyword you may need only a few weeks to get the desired rankings, for some you may need a year or two. Regarding fees, I prefer to keep it non-refundable.
8. Discounts to Client
You can give a discount to your client if he is ready to link back to your site from the home page or refer you to some other business. It can be a good way of getting link popularity and visibility for your business.
9. Project Timelines
Clearly specify the estimated time required to complete the whole project in number of hours. How many hours per week you will work on the client’s project and the completion date of the project.
10. Assignment of Specific Rights
For the purposes of receiving SEO services your client must agree to assign you specific rights like backend/administrative access to the website and traffic statistics; authorization to the use of all client’s logos, trademarks, Web site images, content, etc for carrying out SEO services, etc. This can protect you in case of a copyright infringement lawsuit.
11. Non-Disclosure of Information
Here you will have your non-disclosure clause. Your client should not disclose any document, fees, services, recommendations, consultations, reports, e-mails etc sent by you for the purpose of reporting, recommending or educating him.
12. Disclaimer
Disclaimer or exclusion clause is a must-have in your contract to delimit the scope of your obligations and to save yourself from possible lawsuit or damages caused to your client’s business by your SEO activity. Make no guarantee/warranty of project timelines or added expenses (like charging added fees etc) if your SEO work is destroyed/overwritten either wholly or in parts.
Similarly, make no guarantee/warranty of project timelines or added expenses if the client fails to resolve your queries on time or make delays in providing required access, documents, permissions, or any support for Search Engine Optimization purpose or fail to make necessary changes on the website as and when advised.
13. Penalty Clause
What will be the damages that must be paid by either party in case of breach of contract? If you don’t clearly specify the penalty/detriments, then what is the point of contracting?
In case it is proven that damages are caused by you, then what will be the refund and amount of compensation you are willing to pay should be mutually agreed upon in advance in writing. If you don’t do that, then you will have to go to court and then the court will decide the amount due.
Tip for In-house SEOs
There are many companies that deliberately specify huge penalties in a contract just to threaten their innocent employees to do the contract at any cost. Oh yes, this has happened to me several times. But you don’t need to worry anymore.
If the amount specified in the contract is not a genuine estimate of the value of the loss, then the court will decide the real value of the loss that must be paid. In other words penalty/detriments can be challenged. So if a company asks you to sign a contract with huge detriments like say $100k, it doesn’t always mean that you need to pay that much amount if you break the contract. You need to pay only the real value of the loss. Consult your lawyer before you sign away your soul.
14. Revocability
It means when the contract comes to an end. This is also known as the termination clause. You must have a termination clause in your contract. Your contract terminates when: everything specified in the contract has been done, when there is a breach of contract, when all the parties involved mutually agree to end the contract or when it becomes impossible to carry out the obligations specified in the contract (like due to man-made or natural calamities or you passed away).
15. Governing law and Jurisdiction
Clearly specify the governing law and place of jurisdiction in case of any dispute arising out of the contract.
Governing law means which country’s rule of interpretation and legal remedies apply. Jurisdiction means the place where your dispute will be heard. Get a mutual agreement on the place of jurisdiction also. In the case of cross border contracts this mutual agreement is much more important.
You can’t always force the other party to use the court of a country other than his home country. If you sign a contract with an Indian party, then please note that even if the contract specifies a jurisdiction which is not in India, Indian courts can still exercise Jurisdiction. In other words I can’t be forced to travel across earth to fight a lawsuit in a place, say LA. In the case of international contracts your local lawyer may be of little help.
Often local laws supersede foreign laws in favor of the local party esp. if it is not in a dominating position. So hire a lawyer who is an expert in international contracts.
16. No-conflicting Obligations
Make sure that both parties represent and warrants to each other that they have no interest or obligation which is inconsistent with or in conflict with the agreement.
17. Making Changes in your Contract or Client’s contract
Just like you carry a contract with you, your client may also be carrying his own contract. You as an SEO can ask for making certain changes in your client’s contract (and vice versa) if you think that certain terms are unfair or indemnify you in an unfair way. Clauses can be amended, a contract can be changed.
Remember just like SEO fees, you can’t have one contract fit for all. You have to make changes in it according to your client.
18. Contract Signed by All Parties
Make sure that the contract is signed by all the parties. Not by just your client but by you also. I have seen a lot of contracts which are meant to be signed only by one party. A contract doesn’t become void if both parties don’t sign it. However it is considered as a good legal practice, that once you mail your signed contract, ask the other party to sign it and return the copy with both signatures.
19. Page Numbering
Make sure all the pages of the contract should be numbered like this: ‘Page 1 of 5’, ‘page 2 of 5’. This clearly shows that there are five pages in the contract and assures that pages can’t be removed or added after the contract has been made.
20. Write your contract in plain English.
You don’t need to use every possible legal jargon in your contract. In fact, avoid them wherever possible.
Sign your contract with black ink as contracts are often scanned and photocopied and blue ink often disappeared in parts.
Just like SEO fees, there is no ‘one fit for all’ contract. So before you copy-paste someone’s else contract and don’t customize it, keep this thing in mind, whatever you specify in the contract can be used against you, and then you later cannot cry to the court, that you didn’t mean it or u didn’t read it. And yes proofread your contract several times.
Well congratulations, just like me now you have the working knowledge of the contract laws. Now you know what you have to look at and what you have to ask your lawyer. DISCLAIMER: I am not a lawyer and I make no guarantee/warranty of accuracy, completeness, legality, or timeliness of the information provided in this article. The article should not be considered a substitute for legal advice. Use your own discretion.
Related posts:
- 12 Strong proofs to debunk SEO myths and educate clients about SEO
- SEO Scams – Why you get ripped off again and again?
- ROI, Conversions and You
- SEO Contract | Sample SEO Contract Template
- SEO Services Contract – 9 life saving Disclaimers for SEOs
- Anti Defamation Clause – Protect your Reputation
- CAN SPAM Act – E-Mail Marketing the Inside Story
If you are a SEO company/consultant then it is important that you safeguard your interest by entering into a legally binding agreement (also known as contract) with your client.
The following are some important tips to consider when you and your lawyer sit to write a contract:
1. Details of the parties entering into a contract
Start your contract by specifying details of the parties entering into the contract. Like who is hiring you, what you are being hired to do, when you are hired and for how long.
2. Definitions
Define the SEO terms/jargons which you are going to use in the contract. Like what do you mean by SEO, link building, keywords, keyword research, website usability, user engagement etc.
The goal is to develop a contract in a language that is mutually understood by all the parties entering into a contract and which minimizes erroneous beliefs. This can help you later in court, if the client claims to make the contract ‘by mistake’.
3. Specific Duties
Specify all the services to be performed by you in great detail and in plain language. For e.g. services to be performed: website Audit, Keyword Research, on-page optimization, link building, SEO analysis, copywriting, PPC management, consulting and educating the client etc.
4. Payment Terms
Cleary specify your payment terms like total fees for the project, your hourly rates, advanced fees, modes of payment, currency accepted. Make sure that your client agrees to reimburse to you any incidental cost related to SEO services like long-distance telephone calls, shipping, postage, courier and travel.
5. Pricing Structure
The contract should clearly specify the pricing structure. Generally pricing structure is based on an hourly rate but sometimes it is also based on performance.
If you are going to charge on an hourly basis then you should specify the estimated number of hours required to complete each task specified in the contract. Since you have done the time estimation, you must be ready to go beyond the agreed man-hours to complete a task/project without charging anything extra in case of a delay from your end.
Never spend on your client’s behalf (like paid directory submissions, link buying, etc) without first getting approval in writing. Your client may refuse to pay you later for added expenses.
Avoid performance-based pricing. Don’t even mention it unless and until your client is hell-bent on it. Everyone has a different way of evaluating performance. You may think that you are performing well. But you may not be performing at all in your client’s eye. So even when you go for performance-based pricing clearly define in the contract what performance means and how it is measured. You can measure performance by targeted traffic and rankings in SERPs. Include ROI, Sales, leads or conversions as a performance measuring metrics at your own risk. I won’t suggest you as these metrics are beyond the control of SEO.
Many people/businesses think that in performance-based pricing you need to pay only when there is some performance. So make sure that you clearly specify some fixed fees also. And get ready to include a lot of exclusions clauses as traffic and rankings depend not only on SEO but also on a myriad of other factors like algorithm update, change in visitor’s trend, etc.
6. Advance Payment
Always charge some fees upfront. I have got few proposals in the past in which client asked me to first bring the website in top 10 for targeted keywords and then only he will pay me. I refused straightaway.
7. Refunds
Do meticulous effort, time, and cost estimations before you offer any sort of refund in lieu of not getting guaranteed rankings/desired results within the time frame.
The time required to complete a project depends upon the current rankings and can vary from competition to competition. For some keyword you may need only a few weeks to get the desired rankings, for some you may need a year or two. Regarding fees, I prefer to keep it non-refundable.
8. Discounts to Client
You can give a discount to your client if he is ready to link back to your site from the home page or refer you to some other business. It can be a good way of getting link popularity and visibility for your business.
9. Project Timelines
Clearly specify the estimated time required to complete the whole project in number of hours. How many hours per week you will work on the client’s project and the completion date of the project.
10. Assignment of Specific Rights
For the purposes of receiving SEO services your client must agree to assign you specific rights like backend/administrative access to the website and traffic statistics; authorization to the use of all client’s logos, trademarks, Web site images, content, etc for carrying out SEO services, etc. This can protect you in case of a copyright infringement lawsuit.
11. Non-Disclosure of Information
Here you will have your non-disclosure clause. Your client should not disclose any document, fees, services, recommendations, consultations, reports, e-mails etc sent by you for the purpose of reporting, recommending or educating him.
12. Disclaimer
Disclaimer or exclusion clause is a must-have in your contract to delimit the scope of your obligations and to save yourself from possible lawsuit or damages caused to your client’s business by your SEO activity. Make no guarantee/warranty of project timelines or added expenses (like charging added fees etc) if your SEO work is destroyed/overwritten either wholly or in parts.
Similarly, make no guarantee/warranty of project timelines or added expenses if the client fails to resolve your queries on time or make delays in providing required access, documents, permissions, or any support for Search Engine Optimization purpose or fail to make necessary changes on the website as and when advised.
13. Penalty Clause
What will be the damages that must be paid by either party in case of breach of contract? If you don’t clearly specify the penalty/detriments, then what is the point of contracting?
In case it is proven that damages are caused by you, then what will be the refund and amount of compensation you are willing to pay should be mutually agreed upon in advance in writing. If you don’t do that, then you will have to go to court and then the court will decide the amount due.
Tip for In-house SEOs
There are many companies that deliberately specify huge penalties in a contract just to threaten their innocent employees to do the contract at any cost. Oh yes, this has happened to me several times. But you don’t need to worry anymore.
If the amount specified in the contract is not a genuine estimate of the value of the loss, then the court will decide the real value of the loss that must be paid. In other words penalty/detriments can be challenged. So if a company asks you to sign a contract with huge detriments like say $100k, it doesn’t always mean that you need to pay that much amount if you break the contract. You need to pay only the real value of the loss. Consult your lawyer before you sign away your soul.
14. Revocability
It means when the contract comes to an end. This is also known as the termination clause. You must have a termination clause in your contract. Your contract terminates when: everything specified in the contract has been done, when there is a breach of contract, when all the parties involved mutually agree to end the contract or when it becomes impossible to carry out the obligations specified in the contract (like due to man-made or natural calamities or you passed away).
15. Governing law and Jurisdiction
Clearly specify the governing law and place of jurisdiction in case of any dispute arising out of the contract.
Governing law means which country’s rule of interpretation and legal remedies apply. Jurisdiction means the place where your dispute will be heard. Get a mutual agreement on the place of jurisdiction also. In the case of cross border contracts this mutual agreement is much more important.
You can’t always force the other party to use the court of a country other than his home country. If you sign a contract with an Indian party, then please note that even if the contract specifies a jurisdiction which is not in India, Indian courts can still exercise Jurisdiction. In other words I can’t be forced to travel across earth to fight a lawsuit in a place, say LA. In the case of international contracts your local lawyer may be of little help.
Often local laws supersede foreign laws in favor of the local party esp. if it is not in a dominating position. So hire a lawyer who is an expert in international contracts.
16. No-conflicting Obligations
Make sure that both parties represent and warrants to each other that they have no interest or obligation which is inconsistent with or in conflict with the agreement.
17. Making Changes in your Contract or Client’s contract
Just like you carry a contract with you, your client may also be carrying his own contract. You as an SEO can ask for making certain changes in your client’s contract (and vice versa) if you think that certain terms are unfair or indemnify you in an unfair way. Clauses can be amended, a contract can be changed.
Remember just like SEO fees, you can’t have one contract fit for all. You have to make changes in it according to your client.
18. Contract Signed by All Parties
Make sure that the contract is signed by all the parties. Not by just your client but by you also. I have seen a lot of contracts which are meant to be signed only by one party. A contract doesn’t become void if both parties don’t sign it. However it is considered as a good legal practice, that once you mail your signed contract, ask the other party to sign it and return the copy with both signatures.
19. Page Numbering
Make sure all the pages of the contract should be numbered like this: ‘Page 1 of 5’, ‘page 2 of 5’. This clearly shows that there are five pages in the contract and assures that pages can’t be removed or added after the contract has been made.
20. Write your contract in plain English.
You don’t need to use every possible legal jargon in your contract. In fact, avoid them wherever possible.
Sign your contract with black ink as contracts are often scanned and photocopied and blue ink often disappeared in parts.
Just like SEO fees, there is no ‘one fit for all’ contract. So before you copy-paste someone’s else contract and don’t customize it, keep this thing in mind, whatever you specify in the contract can be used against you, and then you later cannot cry to the court, that you didn’t mean it or u didn’t read it. And yes proofread your contract several times.
Well congratulations, just like me now you have the working knowledge of the contract laws. Now you know what you have to look at and what you have to ask your lawyer. DISCLAIMER: I am not a lawyer and I make no guarantee/warranty of accuracy, completeness, legality, or timeliness of the information provided in this article. The article should not be considered a substitute for legal advice. Use your own discretion.
Related posts:
- 12 Strong proofs to debunk SEO myths and educate clients about SEO
- SEO Scams – Why you get ripped off again and again?
- ROI, Conversions and You
- SEO Contract | Sample SEO Contract Template
- SEO Services Contract – 9 life saving Disclaimers for SEOs
- Anti Defamation Clause – Protect your Reputation
- CAN SPAM Act – E-Mail Marketing the Inside Story
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