We start a series of articles about agreements that are common for the Internet space. In this article we will familiarise with the SEO agreement. It is commonly referred to as “search engine marketing agreement”. The subject of this agreement are the services provided for improvement of a particular website position in search engines when a visitor enters certain key words into such search engine.
The first question that may arise – can we refer SEO agreement to a service agreement?
On the one hand – yes, as in the process of search engine optimization the website’s code, content and its other structural elements change. On the other hand, there is an opinion that SEO agreement is a contract for the performance of work.
This opinion is based on the fact that after completion of all of the work on optimization, the customer, i.e. the owner of the website, is willing to get the real result, namely the improved position of his/her recourse in case of entering the key words into search engine. Therefore, there is a logical question – can the result be guaranteed?
SEO agreement – defining the concept
The contractor performs particular actions with the recourse, which in their opinion will improve the positions, but can they control Google or Rambler? Of course, no – so they cannot guarantee 100% result. That is why we think that SEO agreement is rather compound and includes both: elements of a service agreement and contract for the performance of work. Further we will investigate the main and the most interesting points connected with this type of agreement.
First of all, it is important to define who are the parties to such agreement. Most often they are a company, which owns a particular web-recourse and a company which specialises in providing search engine optimization services. Usually such companies are presented in LLC form.
It is essential to define the terminology in such type of contracts initially, as this agreement is quite specific and requires special knowledge for its understanding.
Such definitions may be as follows:
- Website (site) – software and design complex designed for placing the information and data of the customer on the Internet.
- Search engine optimization – a set of actions aimed at improving the interaction of the website with search engines.
- Deep search engine optimization of the website – search engine optimization services, which consist of analysis of the website, provision of appropriate recommendations for making changes to the website.
- Search and marketing audit – services for the analysis of the website structure, definition of effective search phrases, landing pages and changes to the website necessary for effective and economical promotion in search engines.
- Setting up and maintaining Google Adwords campaign – services for creation, set up and management of a contextual campaign aimed at getting the maximum number of targeted conversions to the website. Contextual advertising is a paid advertising that appears in a search engine above the general list of sites when a user searches for certain words on the web.
- Promotion of the website to the leaders of search engines – services to increase the position of the website for certain phrases to the certain level specified in the annex to the agreement. Such an annex must contain a specification.
- Search PR – services to improve the position of the desired image materials and reduce the position of messages discrediting the activities of the customer’s company.
Rights and obligation in SEO agreement
By operating such definitions it is possible to create an understandable and correct agreement which will be acceptable for both parties. In the subject of an agreement it should be stated which particular services will be provided, at the same time it is effective to use specific technical definitions defined above. In particular the following: the customer instructs to and the contactor obliges to provide search engine optimization of a website.
Search engine marketing services include: deep search engine optimization of the website, search and marketing audit, customisation and maintenance of the Google Adwords campaign, website promotion to the leaders of search engines, search PR. At the same time, the details of such services can be determined in the annex to such an agreement, which will be an integral part of it.
The interesting fact is that some of these services will have a one-time nature and some will be performed on a monthly basis. In this case the issue of acts of transfer and acceptance arises. Some specialists recommend to use the following scheme: the act of transfer and acceptance of services that have one-time nature should be signed a certain number of days after the actual provision of such services, and the act on services provided on a monthly basis should be signed on a monthly basis as well.
The important issue in SEO is the detailed description of the parties’ rights and obligations. In fact many modifications shall be made into the customer’s website by the contractor him/herself or by the customer based on the instructions of the contractor. The final result depends magnificently on such cooperation. In connection with this, we would like to provide the main and key rights and obligations of the parties in such agreement.
So, the main rights of the customer shall be:
- to receive information about the methodologies which are applied by the contractor for search engine optimization;
- to check the quality of provided services by the contractor at any time, without interfering into his/her activities;
- to require from the contractor report on the reached results;
- to require information about the rates of the contractor’s services before the start of the provision of services.
There are different methods of search engine optimization, some of them may even include black PR in relation to the opponents’ websites. Therefore, the customer needs to clearly understand by which particular methods the optimization will be reached for his/her website. The possibility of control and understanding the total cost of the agreement is important before the provision of services as well. Along with the rights of the customer there shall be his/her obligations. The most critical will be the following:
- to ensure implementation of the necessary changes recommended by the contractor to the customer’s website or provide the contractor with access to the website in the required amount;
- to promptly prepare and transmit complete and reliable information required by the contractor for high-quality and timely fulfilment of obligations under the agreement;
- to ensure the appointment of a responsible employee to interact with the contractor;
- to timely pay and accept services in accordance with the terms of the agreement;
- to monitor compliance with the legislation of Ukraine and other countries regarding the legality of placement, publication and dissemination of this or that information on the website and on the Internet.
Clause 1 of these obligations fixes the need to make changes to the customer’s website and the way they are made. Clause 2 sets out the obligation of the contractor to provide complete and reliable information about the website. If the data provided by the customer is untrue, the contractor may choose the wrong optimization scheme, which will affect the final result. Clauses 3 and 4 are standard, and Clause 5 sets out the responsibility of the customer for any information on his/her website.
It is also necessary to determine the rights and obligations of the other party – the contractor.
It is necessary to define the following rights: “The Contractor has the right not to start or terminate the provision of services under this Agreement, if the Customer has not provided the necessary changes to the website or has not provided the necessary access to the website (given that this is provided for in Annex 1); in case of non-payment or late payment by the Customer of the subscription fee or other payments under this Agreement; if there is a debt of the Customer for the services provided by the Contractor; if the Customer did not provide the signed Acts of transfer and acceptance rendered in time; in case of violation by the Customer of other terms of the Agreement”.
Thus, the guarantees of the contractor are established.
In case of non-fulfilment of clause 1 from this list by the customer, the contractor will not be able to provide the services in a quality and timely manner, which means that this point is critical for this party. The following points are pretty standard, but still necessary. Along with rights, responsibilities must also be established.
For the proper provision of services under such an agreement, it is necessary to establish the following obligations of the contractor:
- timely and in full manner provide the customer with services in accordance with the terms of the agreement;
- to provide the customer with reports on the results achieved on a weekly and monthly basis;
- to take all necessary measures (within the limits of the monthly fee) to achieve the planned results;
- do not harm the form, design and content of the customer’s website. In the event that the intervention of the contractor may lead to damage to the site, the contractor transfers the requirements for technical work on the site to the customer’s representative for testing and approval;
- to maintain the confidentiality of information that has become known to him/her in connection with performance of the agreement;
- to ensure the appointment of a responsible employee to interact with the customer;
- to inform the customer about the change in tariffs before the start of the actual provision of services at these tariffs.
In fact, all of the terms from this list are rather standard, but they oblige the contractor to properly and timely perform his/her duties. Clause 4 deserves special attention. This clause protects the customer from irreparable negative changes that could be made by the contractor to the customer’s website without the latter’s consent.
Copyright and other SEO issues
Website’s search engine optimization itself means making certain changes to its structure / code / content, and such changes must be agreed with the customer. Also the contract must determine the cost of services and the procedure for settlements, confidentiality conditions, the term of the contract, the term of the provision of services, the issues of copyright, the responsibilities of the parties and the final clauses.
It is necessary to focus in more detail on the copyright provisions. I would like to provide three necessary clauses, which in my opinion, should be indicated in such an agreement on this issue.
- The customer owns intellectual property rights to objects of intellectual property rights that are transferred by the customer for the provision of services under the agreement and should be used by the contractor only to fulfil his/her obligations under the agreement.
- The copyright for all software developments created by the contractor under the agreement belongs to the contractor.
- The parties confirm their understanding that for violation of the terms of this section they may be held liable in accordance with the current legislation of Ukraine.
Thus, each of the parties will be assigned the copyright that belongs directly to this party. It is also an important element that the contractor does not acquire ownership of the customer’s intellectual property when using such objects within the provision of services under the agreement.
On the other hand, it is possible to fix the transfer of copyright to the created parts of the website to the customer, depending on the agreements of the parties.
All other provisions of such an agreement are standard and are typical for other agreements, therefore I do not consider it necessary to detail them. However, it will be important to analyse the annexes to such an agreement, which specify the terms of service.
Optimization goal and risks in SEO contract
However, beforehand, the attention should be paid to another interesting issue, namely the purpose of such search engine optimization. On the one hand, everything is clear and the goal is to increase the website’s ranking in a certain search engine when the user enters in certain words or phrases, but on the other hand, the following questions arise:
- Is the increase in the rating proportional to the increase in the number of users who have visited the customer’s website?
- Will the majority of such users be the target audience (persons to whom the (calculated) goods / services are most targeted from a marketing point of view) of the customer?
- Will the number of sales of the customer’s goods / services increase as a result of such optimization?
Answering these questions, it is necessary to take into account that the obligations of the contractor include only the optimization of the site in search engines. You can give a positive answer only to the first question from the list, and to the last two – unambiguous answers cannot be given. There are two types of optimization – user optimization and machine optimization (for search engines). Optimization for users or customized optimization aims to “hone” the website for users, make their stay there comfortable and interest them in accessible written content. In my opinion, only a successful symbiosis of the two types of optimization will make it possible to give a positive answer to all three questions given above.
So, it is necessary to concretise the services and the stages of their provision in Annex 1 to the agreement. These services will include: analysis of the structure of the site and traffic sources of the subject, providing general recommendations on the structure and code of the site, determining the landing pages and changes on the site necessary for effective and economical promotion in search engines.
Also, the services will include the control over the implementation of recommendations. If the customer implements all the recommendations of the contractor, you can proceed to the next stage of the provision of services. A special feature is that now such services will be aimed at achieving a specific result. That is why some experts define a search engine optimization agreement as a contract for the performance of work.
Thus, the contractor will be obliged to perform the following: bringing the website to the top ten of search results according to the list of key phrases that are be formed at the previous stage of the provision of services agreed by the parties in Annex 2 and search engine promotion of the website in order to obtain a long-term result according to the list of agreed key phrases.
It is also necessary to detail the result in the search engine optimization agreement as follows:
“The contractor guarantees: at the stage of promoting the customer’s website to the top ten of search results according to the list of agreed key phrases – bring at least 80% of the key phrases to the agreed positions. The remaining 20% of key phrases, by an agreement of the parties, can be brought to the agreed positions in additional time, while the contractor has the right to replace them with alternative ones”. Thus, the required result will be recorded.
At the same time, you can adjust the numbers in the direction of increase or decrease, depending on what the parties agree on. The key phrases themselves will be defined in Annex 2 to the agreement. Such key phrases are usually phrases that users enter into a specific search engine to find the information they need. For example, “buy a table cheap” or “chair for the home”. For the customer, such phrases will be relevant if he provides services / sells goods related to this industry. Also in the SEO agreement, it is necessary to determine the search engine for which the website will be optimized. This is necessary because different search engines use different search algorithms and principles for processing results.
Instead of conclusion
Today many problems associated with search engine optimization exist. Some experts even see this as a gap in e-commerce. In our opinion, search engine optimization is an integral part of Internet technologies and therefore requires a clear legal regulation of this issue. In the agreement the parties are quite capable of prescribing all possible risks and conditions to ensure the proper execution of the contract. We have provided some of the key points above.
If you need to develop a contract especially for your case – please do not hesitate to contact us!