SEO Service Agreement 

This design service agreement (the “Agreement”) entered into on Month Date, 2024 is a legal contract between TAYLOR WEB DESIGN (“Consultant”), a British Columbia company, located at 1306 - 5899 Wilson Avenue, Burnaby, BC V5H4R9 Canada and LEGAL NAME (“Client”), located at Address.

Client and Consultant are collectively known as the “Parties”. By signing the last page, the Parties agree to all of these contract terms.

Terms

I. Services

A. Scope of Services

Consultant shall provide Client with the following services ("Work"):

  • [Outline package features]

  • Keyword research and analysis

  • On-page optimization (e.g., title tags, meta descriptions, header tags, content optimization)

  • Technical SEO audit and recommendations

  • Link building and outreach

  • Content creation

  • Local SEO optimization

  • Monthly progress reports and analytics tracking

  • Regular consultations and communication

The Client expressly agrees and understands that the Consultant will provide the highest quality of Services available to the Client. However, the Client also agrees and understands that the nature of services is dynamic, and an exact result cannot be guaranteed.  

B. Timeline. This Agreement shall commence on [Start Date] and shall continue for an initial period of 6 months (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive 1-month periods (each a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least 60 days prior to the expiration of the then-current term.

C. Termination. Either party may terminate this Agreement for any reason or no reason upon 60 days prior written notice to the other party.

D. Work Handover: Post-termination, the Consultant will provide the Client with all the necessary documentation, reports, and details of the work completed to date. This ensures continuity if the Client wishes to transition to another provider or manage SEO in-house.

 

II. Fees

A. Fees. The Client agrees to pay the Consultant a monthly fee of [Amount] for the Services, payable in advance on the first day of each month during the term of this Agreement. Payments can be made via credit card.

B. Refunds. All payments are non-refundable.

III. Client Responsibilities

Client acknowledges that he/she shall be responsible for performing the following:

A. Materials and Access. Client will be required to provide certain materials and access such as:

Information about the business to be put on the website

Access to website-related accounts (hosting, domain, analytics, search console) 

B. Communication and Cooperation. The Client expressly agrees and understands that in order for the Consultant to fulfill the Services, the Client needs to respond to communications from the Consultant. The Client agrees to make best efforts to respond to all such communications within seven (7) calendar days. If the Client fails to respond to communications with the Consultant within the specified time, the Client agrees to hold the Consultant harmless for the affected portion of the Services.

IV. Confidentiality

Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential, including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

  1. Further, at all times, neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Client in whatever form to any Parties outside of this Agreement.

  2. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

V. Intellectual Property

A. Ownership of Materials: All content, graphics, reports, data, and other materials produced by the Consultant exclusively for the Client under this contract will be the property of the Client upon full payment for the respective services.

B. Usage Rights: The Consultant retains the right to use the methodologies, techniques, tools, and knowledge acquired before and during the provision of services. However, specific content and proprietary information developed for the Client will not be reused or repurposed for other clients.

C. Showcasing Work: The Consultant may wish to showcase the work done for the Client in portfolios, case studies, or marketing materials. Unless otherwise specified and agreed upon, the Consultant has the right to display such works, keeping in mind confidentiality clauses.

D. Third-Party Materials: If the SEO services involve the use of third-party materials (e.g., stock photos, software), the rights associated with those materials remain with their respective owners. The Consultant will ensure that all such materials are used in compliance with their licensing terms.

E. Client's Pre-existing Materials: Any content, data, or materials provided by the Client remains the intellectual property of the Client. The Consultant only receives a license to use those materials for the duration of the contract and solely for the purposes outlined in the agreement.

VI. Relationship of the Parties

A. Independent Contractor. Consultant is an independent contractor of the Client. This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. The Consultant has no authority (and shall not hold itself out as having authority) to bind the Client, nor shall it make any agreements or representations on the Client's behalf without the Client's prior written consent.

B. No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Consultant, and Consultant shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Consultant.

VII. Representations and Warranties

A. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

B. The Consultant represents and warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry best practices.

VIII. Limit of Liability 

Clients agree that to the fullest extent permitted by law, the Consultant’s MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS, BREACHES OR DAMAGES BY REASON OF ANY ACT OR OMISSION, INCLUDED BREACH OF CONTRACT AND NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE DOLLAR AMOUNT OF THE FEES PAID BY THE CLIENT TO CONSULTANT DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM. CLIENTS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTANT SHALL NOT BE LIABLE FOR ANY CLAIMS FOR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOST PROFIT, LOSS OF ENJOYMENT, LOST REVENUES AND/OR REPLACEMENT COSTS. Client acknowledge and agree that these limitations reflect a fair allocation of risk and that Consultant would not enter into this Agreement without these limitations on its liability. 

IX. General Terms

This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. Requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.  The performance of any condition or obligation imposed on a party under this Agreement may be waived only in writing by the Client or Consultant or an authorized official of the Client or the Consultant, and only to the extent stated in such writing.  Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings.  This Agreement will be deemed made in and governed by the laws of the province of British Columbia, without application of its principles regarding conflicts of law. Consultant shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. The Limitation of Liability Section shall survive the expiration or termination of this Agreement. 

A. Dispute Resolution. Mediation: If a dispute arises under this Agreement, the Parties agree to first submit the dispute to a mutually agreed-upon mediator in British Columbia, Canada, or online mediation. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the Parties. 

B. Compliance With Law. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.

C. Indemnification. To the extent permitted by applicable laws, both Consultant and Client agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.

D. Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), pandemic, epidemic, governmental order, or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

E. Notice. All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given by email. Such notice shall be effective upon the receipt by the party to which notice is given. Parties shall provide effective notice to each other via either of the following methods of delivery at the date and time which the Notice is sent:

 

Email

Consultant’s Email:

Client's Email:  

 

We agree to the terms and conditions as set out above dated effective as of the last date of signature below.