- Details of the parties entering into the contract
This Agreement is hereby entered into between Valor Media Ltd t/a Point blank Digital (hereinafter referred to as “we”, “us”, “SEO”, “our”) and Yourself (hereinafter referred to as “Client”, “you”).
- Representations and Warranties
Valor Media agrees to provide the Client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”, “Optimised Content Marketing”) as described in our website. We are authorized to use the specific keywords and/or phrases for developing and improving the natural visibility of the Client’s site(s) in the search engines (Google and Bing).
To bring clarity into this contract, we are going to define some SEO terms/jargons which we use. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimizes erroneous beliefs. However, we make no warranty/guarantee of accuracy and completeness of the SEO terms described below. Our definitions should not be considered as the be-all and end-all of SEO terminology. For the purposes of this Agreement:
“Deliverable” – a term used in project management to describe a tangible or intangible object produced as a result of the project that is intended to be delivered to a customer (either internal or external). A deliverable could be a report, a document, a server upgrade or any other building block of an overall project
“SEO” – Search engine optimisation (SEO) is the process of improving the volume or quality of traffic to a website from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results as opposed to search engine marketing (SEM) which deals with paid inclusion.
“Social Media Optimisation” – a set of methods which are used to generate publicity through social media.
“Search Engines” – a computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, Yahoo and Bing.
“Client’s Competitor” – It is an individual or a company which is in the same exact niche as the Client and is targeting the same/identical keywords in the same/nearby geographic location(s).
“Keyword” – Keyword or keyword phrase is a search term(s) which is used to retrieve information through search engines.
“Keyword Research” – It is a practice used by Search Engine Optimisation professionals to find and research actual search terms people enter into the search engines when conducting a search.
“Keyword stuffing” – It is considered to be an unethical Search Engine Optimisation (SEO) technique. Keyword stuffing occurs when a web page is loaded with keywords in the meta tags or in content.
“Keyword cannibalization” – Several web pages targeting the same keyword(s)
“URL” – It is the address of the web page on the Internet.
“URL Canonicalization” – It is the process of picking the best URL when there are several choices, and it usually refers to home pages.
“Link Building” – It is a Search Engine Optimisation technique which is used to get backlinks (or votes) for a website.
“Link Acquisition” – Link acquisition is any content or feature within a website that somehow encourages viewers to place links to it from other websites.
“Website Usability” – It means how easy it is for visitors to use your website.
“Website Accessibility” – It means how accessible your web pages are to your visitors and search engines.
“User Engagement” – It refers to the degree to which a visitor has been positively influenced by the website and is engaged to it.
“Conversions” – Also known as goals. They can be orders, leads, downloads, page views, sign ups, traffic, etc.
“Conversion Rate” – It is the percentage of visits which result in goal conversions.
“KPI” – KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives.
“Link popularity” – It is the measure of the quantity and quality of inbound links (back links) to your website.
“Confidential Information” – It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/skype consultation for the purpose of reporting, recommending or educating the Client by Valor Media Ltd for carrying out Search Engine Optimisation services.
Valor Media Ltd is committed to provide following deliverables:
- Website Best Practice Audit – It provides (but it not limited to):
- Review of issues related to website usability, website credibility, website accessibility, user engagement, legal issues and suggestions regarding how to fix them.
- Recommendations for avoiding/fixing negative SEO issues (keyword stuffing, duplicate content, URL canonicalization, hidden text, hidden links, sneaky redirects, keyword cannibalization, etc.)
- Recommendations regarding content development. What type of content and content categories can attract additional traffic and links and can help in improving conversions (goals).
- Review of the Client’s site traffic – how visitors find your website and where they come from.
- Keyword Research Report– It provides a list of keywords that can bring the highest volume of relevant traffic to the website along with their search volume. It also provides longer tail keyword suggestions which may not bring volumes of traffic but can potentially trigger a higher conversion rate.
- Website Optimisation– We advise to fix any issues we have identified, so that the website works for the Client’s business and is able to convert relevant traffic into sales or leads. Onsite optimisation can be taken against your monthly hourly campaign or can be purchased at a separate cost POA.
- On-page optimisation – We may modify the title tags, meta tags, content, HTML code and other on-page factors of a Client’s website to make it more relevant to search engines (Google and Bing) for the targeted keywords. We aim to improve keyword positioning/placement to attract additional traffic to the site.
- Link Building– We acquire/request/write for and submit links from a vast array of websites to improve the search visibility of your website in the search engines.
- Link Acquisition/Viral Content Development – We may develop and promote content (press releases, articles, guest blog posts,) which help in getting additional traffic and links to your site.
- Social Media Optimisation– We may provide advice on social media optimisation and how you can integrate social activities within your website.
- SEO Reporting– We continuously monitor the effectiveness of our SEO campaign via an automated online reporting system which is updated daily.
- Payment Terms
Invoices are provided monthly on or around the date you start your campaign and all invoices must be cleared within 10 days.Client agrees to pay the fee for monthly SEO services and confirms this via telephone/email/online form. All payments shall be made in £ GBP (British pounds sterling), unless otherwise agreed by Valor Media Ltd. If the Client decides to end the project for lack of funds, change in focus or for any other reason other than which violates any term of this Agreement, then the Client is required to pay for all the work Valor Media Ltd has done up to the time that Client notifies Valor Media Ltd not to continue with the project
- Assignment of Specific Rights
For the purposes of receiving professional SEO services, the Client agrees to provide the following:
- Give Valor Media Ltd FTP and other back-end admin access to the website to make changes to the site for the purpose of on-page optimisation.
- Permission to communicate directly with any third parties, e.g. your web designer, if necessary.
- Full access to existing website traffic statistics for analysis and tracking purposes.
- Client authorizes Valor Media Ltd use of all Client’s logos, trademarks, website images, content, etc., for use in creating articles and any other uses as deemed necessary by Valor Media Ltd for Search Engine 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. Valor Media Ltd can create site content at additional cost to the Client. If the Client is interested in purchasing content from Valor Media Ltd, it can be provided at additional cost.
- Non-Disclosure Agreement
At any time during or subsequent to the contract period, Client agrees to keep in strictest confidence and trust all of the Valor Media Ltd confidential information to which the Client has access. The Client will not use or disclose the Valor Media Ltd confidential information without the written consent of Valor Media Ltd. Client agrees not to attack/criticize Valor Media Ltd or any of its employees, associates or partners publicly (on public forums, blogs, social networks, etc.) at any time during or subsequent to contract period. In case of breach of non-disclosure Agreement, Client agrees to pay Valor Media Ltd a reasonable cost for damages.
Client acknowledges the following with respect to SEO services from Valor Media Ltd:
- All fees are non-refundable.
- Valor Media Ltd has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, Valor Media Ltd does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
- Valor Media Ltd assumes no liability for ranking, traffic, indexing issues related to penalties. Consequently, Client understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues.
- A new website may get a temporary boost in ranking for some targeted keywords for a few days before the website settles down to its real place. This is known as ‘new site boost effect’ and it is quite common. Consequently the Client understands that a new site has not really got top rankings within a month and soon it will revert down to its actual position.
- Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts. This happens because of on-going changes in the ranking algorithm. A websites search engine ranking can fluctuate any day due to any changes made by the competitors.
- Valor Media Ltd makes no guarantee/warranty of project timeline or added expenses (like charging additional fees, etc.) if:-
- The Client fails to resolve Valor Media Ltd queries on time.
- Makes delays in providing required access, documents, permissions or any support for Search Engine Optimisation purpose.
- Fails to make necessary changes to the website as and when advised by Valor Media Ltd for carrying out the Search Engine Optimisation services.
- There is a server outage for prolonged time on Client’s site.
- SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party without the prior consultation of Valor Media Ltd. SEO work is considered to be destroyed either wholly or in parts if the following changes (but not limited to) are made to a website by any party other than Valor Media Ltd or without first consulting Valor Media Ltd:
- Changes in the file(s) or folder(s) name.
- Putting a file in a different folder or putting a folder in another folder or sub domain.
- Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
- Deleting a link, folder, file, web document or sub domain.
- Modifying text on a web document like changing the formatting of the text or repositioning the text.
- Removing analytics code from the web page which is used to track website traffic.
- Linking out to any website without prior consultation of the Valor Media Ltd
- Adding a file, folder, web document, widget or any functionality.
- Renaming URLs of existing web documents.
- Taking down the website or part of the website.
- Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml, etc.
- Changes in the site architecture
- Changes in the anchor text
- Making any changes on an optimised web page
- Uploading a new website to the domain.
- Duplicating content either on the website or releasing it online through other websites.
- The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Valor Media Ltd for inclusion on the website above are owned by the Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Valor Media Ltd and its subcontractors from any liability or suit arising from the use of such elements.
- Valor Media Ltd is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimising content/web pages.
- The Client understands that his SEO alone cannot be held responsible for his site’s success or failure. The Client understands that he needs to work as a partner with his SEO provider, give him the necessary time and commitment and follow his advice/suggestions seriously and on time to make his marketing campaigns a success.
- When this contract comes to an end or Cancellation
This contract comes to an end when everything specified in the contract has been done. It can also end if there is a breach of contract and either party decides to cancel it. The contract can also be ended by mutual Agreement of the parties involved in contract or when it becomes impossible to carry out the obligations specified in the contract due to man-made calamities (such as, but not limited to, riots, acts of terrorism, war, etc.) or natural calamities (such as, but not limited to, flood, hurricane, earthquake, volcanic eruption, etc.).Contracts can be cancelled with 30 days written notice after the initial 30 days.
- Governing Law and Jurisdiction
Governing law means which country’s rule of interpretation and legal remedies applies in case of any dispute arising out of the contract. Jurisdiction means the place where your dispute will be heard. This Agreement (Contract) shall be governed by the laws of Britain and the British court in respect of any dispute or difference between the Client and Valor Media Ltd arising out of this Agreement (Contract). Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator) on mutual Agreement of the Client and Valor Media Ltd. However, in this case the arbitrator’s decision is considered to be final and cannot be disputed or appealed in a court of law.This contract is all inclusive, however, if there is a verbal or written agreement that exists between the two parties stated in this agreement, they will be reviewed separately. By agreeing to this contract in writing via letter or email you agree that you fully understand this contract, you are legally competent and authorized to enter into the contract and you agree to this contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake. You also represent and warrant to Valor Media Ltd that you have no interest or obligation which is inconsistent with or in conflict with this agreement or which would prevent, limit or impair Valor Media Ltd.’s performance of any part of this agreement. You agree to notify Valor Media Ltd immediately if any such interest or obligation arises.