1. Definitions and Interpretation
Affiliates, Control, and Key Definitions: Understanding terms such as “Affiliate” and “Control” is crucial for clients to comprehend the relationship dynamics and legal boundaries within which SerpWorks operates.
Duration and Renewal: The agreement’s duration is initially set for a “Minimum Term” and will automatically renew unless terminated. Clients need to be aware of these timelines for their planning and contractual commitments.
Scope of Services: This includes website modifications, search engine submissions, content creation, and various advertising and marketing techniques. Clients should understand the extent of services to align their expectations with the deliverables.
SerpWorks, like any SEO service provider, does not control search engine policies regarding site and content acceptance. There is always a risk that a client’s website may be excluded from a directory or search engine at their discretion.
Due to various factors such as the competitiveness of certain keywords, changes in search engine algorithms, and other competitive aspects, SerpWorks cannot guarantee top positions (such as #1 or consistent top 10) for any specific keyword or phrase.
Search engine listings can drop without a clear reason and may reappear spontaneously. If a listing drops during the SEO campaign and does not return within 30 days of campaign completion, SerpWorks will re-optimise the website/page according to the current policies of the specific search engine.
If a client wishes to engage in expedited listing services, such as paid directories, they will be responsible for all associated fees. SerpWorks can provide a list of these services upon request, but the financial obligation lies with the client.
4. Customer Responsibilities
Client’s Role: The client needs to provide access to their website, assist in keyword selection, provide analytics data, and collaborate for the successful delivery of services.
Compliance with Laws: Clients are responsible for ensuring that their website’s use does not breach any laws and they indemnify SerpWorks against any legal actions arising from their misuse.
6. Intellectual Property Rights
Ownership and Usage of IP: SerpWorks retains the rights to intellectual property developed during service provision. Clients receive a non-exclusive licence to use these modifications for their website.
7. Charges and Payment
Fees and Expenses: Clients are expected to pay the agreed charges, including additional expenses. Non-payment can result in interest charges or cessation of services.Clients must understand that all fees paid for SEO services are non-refundable. This underscores the importance of commitment when engaging in SEO activities.
Assurances and Limitations: Clients should understand that certain outcomes, like search engine rankings, can’t be guaranteed due to external factors such as algorithm changes.
9. Limitations and Exclusions of Liability
Liability Boundaries: This clause caps the liability of SerpWorks, ensuring clients are aware of the extent to which they can hold SerpWorks accountable for various issues.
10. Data Protection
Data Handling Compliance: Both parties are bound to adhere to data protection laws. Clients must legally own the personal data they provide.
Information Secrecy: Both parties commit to keeping shared information confidential, with certain exceptions like legal requirements to disclose. Any information regarding fees, services, documents, recommendations, and reports is confidential and should be treated as such by the client.
Use of Client Information: SerpWorks reserves the right to use client details in promotional materials, unless otherwise requested by the client.
Ending the Agreement: Details the process and conditions under which the agreement can be terminated by either party, including the clause for early termination with a fee.
14. Effects of Termination
Post-Termination Obligations: Specifies the rights and duties that persist after the agreement ends, especially regarding payments and confidentiality.
General Provisions: Covers the broader aspects of the agreement like jurisdiction, the requirement for written notices, and the prohibition of unauthorised agreement alterations.
Key Client Takeaways:
- Active Engagement and Compliance: Clients must actively engage with the process and ensure all their activities are legally compliant.
- Understanding Financial Commitments: Be clear on payment terms, including what happens if the service scope changes or in the event of early termination.
- Awareness of Service Limitations: Recognise the limitations of SEO services, especially factors outside SerpWorks’ control.
- Confidentiality and Data Protection: Understand the obligations regarding confidentiality and data protection.
- Termination Rights: Be aware of your rights and responsibilities if you decide to terminate the agreement.