Search Engine Agreements

Search Engine Optimisation (SEO) in the broadest sense of the word, is an important topic for businesses to understand as it is how you enhance your online presence.

Understanding how to obtain the best results from your SEO consultant involves using an effective contract that is written in language readily understandable by both parties.

Looking around on the web, I came across a number of comments and misconceptions about SEO contracts. Many people seem to think an SEO contract is optional, and that unless you sign a piece of paper you do not have a contract.

Basic contract explanation

So it is important to appreciate that when you ask someone to perform a service for you, such as to do keyword research or to optimise your website, a contract comes into existence as soon as an offer is made for an estimated or set price which is clearly accepted.

For example, if you are engaging a web designer, it is enough that the designer knows broadly what you want. For example, this might be based on your having said you want a really nice looking website, and picked a few sites you liked the look of, received a quote, which you clearly accepted. None of that needs to be in writing. You will be bound in contract whether you realise it or not. If one party denies that a contract was formed the law has ways and means of establishing the truth, by looking at certain background facts to work out which of the two parties to believe.

A contract is formed much sooner than is appreciated

Provided it is clear who the parties to the contract are, what the contract relates to, and how much will be paid, then a contract exists as soon as an offer is deemed accepted in the eyes of the law. No formality is needed.

Therefore, you may carry on your discussions thinking you are still negotiating terms when in fact it will be too late to make your further requirements form part of the agreement. Once the contract has already been formed you may discuss details, but that is different from adding new stipulations, such as strict time limits for performance.

Changing your mind

Say it is agreed that the other party will build a website in return for an agreed fee of £5,000, but many of the details (such as whether it should come already optimised for the search engines) have not yet been discussed. If your agreement was based on your having a beautiful static site designed for you, and then later you changed your mind and decided that actually what you wanted was a well optimised site on a content management platform, if the designer could not deliver your changed requirement, and you wanted to engage someone else, you would be in breach of contract. If the designer wanted to, they could ask you to pay damages for cancelling the contract.

Now the fact that in practice most disputes are resolved between the parties because people tend to be reasonable and manage to sort out their disputes without the need to involve lawyers or the courts is no reason to assume that contracts should therefore be ignored. Similarly, the fact that the discussions were oral and nothing was committed to paper does not mean you cannot be challenged about breaking your promises. It would just be rather more messy, and expensive to sort out disputes based on a purely oral contract.

Importance of contracts

Contracts serve many useful functions. Often with search engine optimisation, buyers have a rose tinted view of what they will receive when they engage an SEO consultant. The SEO may want the work, so has less incentive to enlighten the buyer about the reality of what can be achieved within their budget. It is not for no reason that the law cautions ‘Buyer Beware’. It really is more important for buyers to look out for themselves and check that what they are buying is what they think they will get.

But because buyers of SEO or other internet related services often lack the necessary understanding of the service, it is difficult for them to take control.

That is why we have developed our Contract in Context System for helping buyers, lawyers and SEOs to get the know how they need about SEO and also about contracts.  By implementing an SEO strategy for their business, and using a suggested contract template when engaging SEO consultants, small business owners can take control and put in place an effective, plain English, short contract to ensure a successful outcome.  SEOs will learn a lot from the System, even though they already have the SEO know how that is included as part of the System.

Find out more by registering for our free teleseminar “Top Tips to Take Control of your Internet Marketing” on 26 Jan (even if you can’t attend, by registering we will send you details of it).

As a potential user of Search Engine Optimisation (SEO) services, as well as solicitors specializing in internet and related laws, we recently examined the market and reviewed the services that are offered. As expected there is a huge variation in price and terms on offer. Some SEO providers are charging well into the thousands for a monthly subscription service while others charge a tenth of that, and seem to achieve as good and if not better results. In other words, it rarely follows that the more you pay the better the quality of service.

The pace at which SEO has developed into a multimillion industry in its own right has surprised the industry itself. The market is already flooded with providers, making promises of results to increase your business’ visibility, accessibility and many more terms which have become industry standard in the field of SEO. More and more providers are piling in to the market. So, given that the industry is largely unregulated, and the cost of SEO services can be so high, potential buyers of SEO services need to beware before buying.

It is possible that something along these lines may have motivated American Express’s advice in its Small Business Guide to the effect that SEO is a waste of money. The paragraph in question states: “Don’t waste money on so-called Search Engine Optimization (S.E.O) specialists. Search engines are very quick to penalize sites that try to trick their filtering techniques, and once your site has been put on Google’s blacklist, it will take forever to get off.” Naturally the advice did not endear American Express to the industry – see this blog – nor is it particularly helpful to those businesses that have decided they do want to invest in SEO, but need to know how to select the right provider.

While we are not qualified to comment on the quality of an SEO provider’s services, we can help businesses to ensure they select an SEO company on proper terms. You do not want an SEO that takes your money without making any contractual promises whatsoever in return. A business needs to understand that what can work one week may not work another week. Google changes its policy on listings from time to time and there is a distinct possibility that those with an SEO who uses unscrupulous tactics could find themselves removed from search engine listings altogether. The example of BMW’s removal from Google listings because of alleged “Black Hat” techniques such as to draw in web users could be replicated with the techniques engaged in by some SEO providers and send a business’ web marketing campaign into meltdown. Many SEO companies do not offer proper terms of business to cover a relationship of such substantial value, let alone any redress if they were to positively damage your business in this way. On the contrary those that do offer written terms tend to smatter them with exclusions of all warranties for their services.

Given the general lack of understanding in society as to what SEO activities actually involve in practice, it may be more difficult and expensive to sue the SEO company in these circumstances, assuming they were worth suing in the first place. If a business is not careful when choosing a provider it could end up paying significant amounts of money, and exposed to many tall promises and little in terms of remedy should the service badly underperform. We would strongly advise small businesses not to part with their cash without first looking carefully at the provider’s terms and conditions. The most effective way to prevent any problems that may arise is to make sure that the SEO service provider and the business owner are aware of what each other’s expectations are. You need to be clear what the SEO is specifically going to do for you to achieve the hoped for results. How much time will they spend on your project? What input will they require from you?

From the point of view of the SEO provider, they will not be able to promise the earth, there are many factors outside of their control, SEO remains a curious process and business owners will need to be aware that there are limitations to what is possible. However, the business owner will also have to ensure that the services are providing them with a service that can be relied on – i.e. the SEO stand by what they claim to deliver. Therefore key is an agreement ensuring that there is a sufficient understanding between each party and there are adequate remedies when either party is in default of its promises. Beware that a good number of SEOs are trying to tie down business owners to long term deals, which could prove disastrous if the project were to fail to deliver. SEO contracts which cover the necessary points are few and far between, so you will need lawyers that understand this area to vet the agreement before you are bound to it.