For the cooperation between an SEO company and its client to take place properly, two things are necessary – proper familiarization of both parties with the contractor’s activities and achieving a mutually satisfactory agreement on this basis.
SEO appeared several years ago. Today, no e-commerce can appear in organic search results without the support of positioners. So it might seem that positioning is no longer black magic for store owners or e-commerce managers. Nothing could be more wrong. Many clients often have very misconceptions about the work. This situation certainly affects most
Of course, this is not the fault of the customers – no one can require the owner of the website to know all the dependencies taking place in the positioning process.
Agreements, although they may seem scary and incomprehensible due to the multitude of provisions and the use of legal (used in legal acts) and legal language (established by doctrine and used by theoreticians and practitioners of law), are only a description of the agreement between the parties. You certainly should not be afraid of them, which I will try to present in this text as a lawyer by profession. A properly constructed contract is primarily to PROTECT both the company and its client.
What is a contract anyway? Introduction to a specific legal language
Employees and owners of agencies often do not know what, from the definition and view of the law, the document they sign when starting cooperation with a new client and which document determines all further cooperation.
Translating, the conclusion of a contract is an event that results in a change in the situations of persons specified in the contract (usually only its parties) by the creation, change, or cessation of obligations specified in the contract. The contract itself is an agreement that precisely describes what obligations and rights arise, change, or end in the circumstances specified in the contract.
What is SEO?
SEO, or Search Engine Optimization, is a set of activities aimed at ensuring that the positioned website is displayed as high as possible in the organic search results after entering the keywords set at the initial stage of cooperation with the client in the search engine. For the sake of simplicity, I will assume that positioning applies only to the Google browser, which is an undeniable monopolist. These activities are very diverse, and there are as many detailed techniques and positioning strategies as positioners. In general, website positioning can be divided into 3 basic stages:
- analysis of the website and the market in which the client operates and setting a positioning strategy;
- technical audit of the website for key phrases selected at an earlier stage and introducing changes from the audit in the website code;
- building the website’s position and authority in the search engine mainly by acquiring relevant links from other websites.
Importantly, positioning is a continuous process that more and more websites use. It is obvious that this entails more and more competition in the fight for keyword positions, and you have to wait for the first effects of SEO activities from a few weeks to even half a year. This is important when structuring an SEO contract for its duration.
It should also not be forgotten that even the highest quality SEO service may not bring the expected results. Domains (the easiest way to reduce it to the website address) under which websites operate may have been run in the past in a manner inconsistent with Google’s guidelines, which may lead to the “filtering” of the website. Google does not inform website owners about this type of penalty, so SEOs acting in good faith cannot predict that their actions will be fruitless (at least until they exit the filter, which allows for changes proposed by the company). This information is also important in terms of contractual penalties and the possibility of terminating the contract.
Dictionary of terms
I believe that an SEO contract should have a glossary of terms that will briefly describe the technical phrases repeated in the contract. This will make it easier for the client to understand what exactly the contract is about and what they should and should not expect from an SEO company. Remember not to use any substitutes for a given phrase in the glossary later in the contract.
Characteristics of an SEO contract
SEO contract – commission or contract for specific work?
I answer in the first sentence – in my opinion, the SEO contract should be an order contract, or possibly a mixed contract with the dominant elements of the order. For lawyers, it should be clear after reading the previous points, but to justify this thesis to SEOs, I have to explain the basic difference between these two types of contracts.
The purpose and essence of a contract for specific work are to achieve the effect specified in the contract. In the case of an SEO contract, I think of only one measurable goal that can be specified in the contract – achieving specific positions that the website should achieve for specific phrases or increasing the amount of traffic on the website from organic search results. The company is accountable for achieving the final goal.
In the case of a contract of mandate, the company is accounted for the actions it has taken to achieve the highest possible position in the search engine. In the context of the information in point 3, it is clear that this is the model that should be used in positioning contracts (high competition, filter risk, etc.). Of course, the adoption of such a solution entails the company’s obligation to provide detailed and cyclical reporting of actions taken (more about SEO reports ).
In my opinion, an equally good model of an SEO contract is a hybrid model that would combine the features of a contract of mandate and a contract for specific work. The basis for the company’s remuneration in this model are provisions typical for a mandate contract. In this model, an element of the contract for a specific task is additional remuneration received only in the event of achieving a specific goal, which is gaining and maintaining a specific position of the website for specific phrases or increasing the amount of traffic on the website.
The subject of the SEO contract
In the case of a website positioning contract, the subject of the contract will be either to obtain the effect specified in the contract (contract for specific work) or to provide services specified in the contract aimed at positioning the customer service (contract of mandate).
In the case of a commission-based positioning contract, two assumptions can be made regarding the definition of its subject.
- the use of a general phrase like “website positioning” or “SEO services”;
- the precise definition of the subject of the contract by listing the general activities that the company will perform.
I believe that the second option is a better option. It protects the website owner from signing a contract for a longer period with a company that only “simulates” the work on the website by introducing the simplest corrections to the website and forgetting about the website until the first reservations on the part of the client. However, do not overdo it and require a very detailed list of all actions that the company may or may not take while working on the website.
In the paragraph on the subject of the contract, I would suggest generally defining the activities that each company should perform in the course of providing services. Among them are certainly:
- keyword analysis that requires customer approval;
- technical audit of the website and the possible introduction of corrections from the audit (these points are often performed based on a separate contract for specific work, which is also the most correct practice);
- the systematic acquisition of links leading to the client’s website.
A common provision in positioning contracts is to include a list of positioned phrases in the form of a separate paragraph or annex to the contract.
Rights and obligations of the parties
It is always worth describing the rights and obligations of both parties as broadly as possible in the contract. This is to prevent as many potential conflicts as possible in future cooperation. The following points do not exhaust the rights and obligations that should be included in every SEO contract, and some of them will not apply to some cooperation models.
There is no single formula for a well-worded SEO contract. However, it should be remembered that some fixed points should be present in any contract of this type. Certainly, every entrepreneur, before starting cooperation with an SEO company, should carefully read the contract template, which usually tells a lot about the future contractor. In the article, I list only some of the essential elements of the SEO contract.
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