Search Engine Optimisation Terms
SUMMARY
At ThriveHub, we pride ourselves on doing our best to meet defined project goals and fulfil your SEO project needs, but it is necessary to ensure that a few simple things are outlined on paper should any unforeseen questions or issues arise. In this contract, you won’t find complicated legal terms or large passages of confusing text. We wish to maintain clarity and want you to know exactly what you are signing. What we do want is what’s best for both parties, now and in the future.
SEARCH ENGINE OPTIMISATION AGREEMENT
This agreement is entered into between OK Software Holdings Limited (trading as ThriveHub), Company Number 13775431, registered at 23 Luxus House, Forge Lane, Moorlands Trading Estate, Saltash, Cornwall, PL12 6LX, United Kingdom (hereinafter referred to as “ThriveHub”) and the client named in the accompanying proposal (hereinafter referred to as “the Client”) on the date the Client digitally signs this agreement or the accompanying proposal, whichever is earlier.
ThriveHub agrees to provide the Client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”) as described in this agreement. The specific scope of work, deliverables, timelines, and any bespoke arrangements are detailed in the accompanying proposal, which forms part of this agreement. ThriveHub is authorised to use the specific keywords and/or phrases agreed upon in the proposal for development, improving the ranking of, and/or positioning the contents of the Client’s website in the search engines and/or directories that are most frequently used by the general public.
The total fees for SEO services shall be as set out in the accompanying proposal. All fees must be paid in accordance with the payment schedule detailed in the proposal. All fees are non-refundable.
The SEO services are intended to serve two main purposes:
To provide the Client with increased exposure in search engines. To drive targeted online traffic to the site.
SCOPE OF SERVICES
The full scope of work for each engagement is defined in the accompanying proposal sent separately to the Client. That proposal details the specific services, deliverables, and timelines applicable to the Client’s project.
As a general guide, ThriveHub’s SEO services may include (but are not limited to):
Research keywords and phrases to select appropriate, relevant search terms. Obtaining “backlinks” from other related websites and directories in order to generate link popularity and traffic. Editing and/or optimisation of text for various HTML tags, META data, page titles, and page text as necessary. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes. Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches. Submit your pages to the major search engines and directories. Create traffic and ranking reports for the Client’s website and any associated pages showing rankings in the major search engines.
Where services fall outside the scope defined in the proposal, these will be treated as additional services and charged accordingly.
CLIENT OBLIGATIONS
For the purposes of receiving professional SEO services, the Client agrees to provide the following:
Administrative/backend access to the website for analysis of content and structure. Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, e.g., your web designer, if necessary. Unlimited access to existing website traffic statistics for analysis and tracking purposes.
The Client agrees to respond to communications from ThriveHub within three (3) business days to ensure progress is maintained. Delays caused by the Client’s failure to respond or provide requested materials may impact delivery timelines, and ThriveHub shall not be held liable for any such delays.
The Client authorises ThriveHub to use all Client logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by ThriveHub for search engine positioning and optimisation.
If the Client’s site is lacking in textual content, the Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. ThriveHub can create site content at additional cost to the Client. If the Client is interested in purchasing content from ThriveHub, please contact ThriveHub for a cost estimate.
ACKNOWLEDGEMENTS AND DISCLAIMERS
The Client must acknowledge the following with respect to services:
All fees are non-refundable.
All fees, services, documents, recommendations, and reports are confidential.
ThriveHub has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, ThriveHub does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. ThriveHub has no control over Google or any of the other major search engines and thus if they do not wish to rank your website for any reason this is outside of our control. This is however very unlikely and not something which we have witnessed.
Search engines have been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than 6 months. This is commonly referred to as the “sandbox effect”. ThriveHub assumes no liability for ranking, traffic, or indexing issues related to sandbox-type penalties or algorithmic suppression of new domains.
Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO work. Should a listing be dropped during the SEO campaign and not reappear within 30 days of campaign completion, ThriveHub will re-optimise the website/page based on the current policies of the search engine in question.
Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid-for inclusion or expedited service fees.
Linking to “bad neighbourhoods” or obtaining links from “link farms” can seriously damage all SEO efforts. ThriveHub does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
ThriveHub is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
ADDITIONAL SERVICES
Additional services not listed in the accompanying proposal (such as managing pay-per-click campaigns, copywriting, link baiting, etc.) will be provided at ThriveHub’s standard hourly rate as published at the time of the request. ThriveHub also offers bundled hour packages which provide savings on the standard hourly rate. Details are available on request.
INTELLECTUAL PROPERTY AND LIABILITY
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ThriveHub for inclusion on the website are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements and will hold harmless, protect, and defend ThriveHub and its subcontractors from any liability or suit arising from the use of such elements.
ThriveHub is not responsible for the Client overwriting SEO work to the Client’s site (e.g., Client/webmaster uploading over work already provided/optimised). The Client will be charged an additional fee for reconstructing content at ThriveHub’s standard hourly rate. Notwithstanding any other provision of this Agreement, ThriveHub’s obligation to re-perform SEO work without charge shall cease in the event the Client’s conduct overwrites the SEO services previously provided. For example, if the Client’s webmaster uploads content without consulting ThriveHub, then ThriveHub’s obligation to re-do that work at no additional cost shall terminate.
PAYMENT SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick to the payment schedule set out in the accompanying proposal.
Payment of the initial amount is due upon signing off on the proposal by BACS payment, followed by the agreed monthly amount by Direct Debit exactly one month apart until the project is ceased either by ThriveHub or the Client within the terms of this agreement.
MINIMUM TERM COMMITMENT
All SEO engagements require a 6-month minimum commitment to allow adequate time for SEO efforts to yield results. After this initial period, the agreement shall continue on a rolling monthly basis until either party terminates with the required notice.
CANCELLATION
We ask for two full calendar months’ written cancellation notice on all SEO plans. This is because a significant portion of work is carried out in advance, often two or more months ahead in project hourly terms, and therefore we need to ensure that this time is covered.
ADDITIONAL TERMS
All proposals are quoted in GBP and payments will be made at the equivalent conversion rate at the date the transfer is made.
We issue invoices electronically. Our payment terms are payment by Direct Debit to be paid based on the payment schedule in the proposal.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month. In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
GOVERNING LAW AND JURISDICTION
Any disputes arising from this contract will be litigated or arbitrated in England. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
GENERAL PROVISIONS
You may not transfer or assign this contract to any other party without our prior written permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions.
ThriveHub acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by ThriveHub on behalf of the Client or disclosed by the Client to ThriveHub.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the courts of England and Wales.
THE NEXT STEPS
Please make sure that you have thoroughly read this contract and that you understand all the details set down which outline us working together. It is really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship.
DIGITAL SIGNATURE AGREEMENT
By signing this Agreement digitally, both parties acknowledge and agree to the following:
Intent to Sign: By signing digitally, the Client and ThriveHub indicate clear intent to be bound by the terms of this contract.
Electronic Delivery: This Agreement may be delivered electronically via secure means, which shall be deemed as valid as a physical signature.
Equivalent to Handwritten Signature: The digital signature holds the same legal status as a handwritten signature, and this Agreement is legally enforceable.
Electronic Storage: This Agreement may be stored digitally by either party and will be considered the original for all purposes, including any legal proceedings.
Acknowledgement: By digitally signing this Agreement, the Client confirms that they have read, understood, and agree to all terms and conditions set forth in this contract.