Search Engine Optimisation Agreement

Transcription

1 Search Engine Optimisation Agreement The following terms and conditions shall apply to you as a user (the Client ) of the Search Engine Optimisation ( SEO ) services offered by Alert Communications Limited, a company registered under the laws of Malta with company registration number C23487 and having its registered office situated at 258 Cannon Road, Santa Venera, SVR 9034 Malta ( Alert Communications ). 1. Nature 1.1 The Client agrees to use Alert Communications SEO services according to the following terms and conditions, which must be accepted by the Client prior to their site going online. These terms and conditions are always available on our website, for review, including any updates of the terms and conditions. 1.2 Alert Communications will provide the SEO service as per the package selected by the Client, in accordance with the herewith annexed Proposal. 1.3 It is in Alert Communications sole discretion, to transfer or otherwise assign its rights and obligations under these Terms and Conditions, provided that such shall be on the same terms, or on terms that are no less advantageous to the Client. 1.4 The Client undertakes to print, sign and send a signed original of this Agreement and a signed copy of the proposal indicating which package is being commissioned to Alert Communications in order for the SEO services in accordance with this Agreement to commence. 1.5 Further to Clause 1.3 above, if the Client changes any clause in this Agreement upon printing and signing without Alert Communication s prior written consent, then any such change will be deemed to be null and void. 2 Definition of Services 2.1 Alert Communications deems Google.com to be the search engine of choice and most of the SEO services are concentrated on obtaining a good result in this search engine. If the client wants the focus to be on another search engine, the client has to advice Alert Communications prior to the start of this service execution. 2.2 Alert Communications stresses that it is not possible to give any guarantees for any specific result on any search engine, nor can we quantify the level of increased traffic or sales, as a result of the search engine optimisation campaign. 2.3 Alert Communications is not responsible for any dramatic movement in site ranking that is the direct result of a Search Engine s change in policies. Alert Communications will conduct all the work related to SEO as per the current Page 1 of 6

2 market knowledge of SEO secrets in bona fide. Likewise the client cannot hold Alert Communications responsible for any error of omission in search engine strategies resulting from a sudden emergence of a new technology, search engine or otherwise. 2.4 The Client is responsible for providing the first set of keywords, including any technical words or jargon specific to the industry. Alert Communications will conduct a Keyword Analysis and come up with a list of recommended keywords for optimisation. 2.5 In conducting any SEO work for non-english sites, the client will be responsible for liaising with Alert Communications to provide translations of any items that Alert Communications requires in order to conduct SEO work. 2.6 SEO specialists will make recommendations regarding changes to be made to the Client s website. Alert Communications Ltd cannot be held responsible for delays in ranking improvements if these changes are not approved or actioned by the client. 2.7 Alert Communications will provide the Client with a monthly progress report via Term of the Agreement 3.1 The Minimum Term of the agreement for SEO shall be six (6) months and it is therefore not possible for Client to request termination of the Services prior to the expiration of the said Minimum Term. 3.2 Further to clause 3.1 above, upon expiration of the Minimum Term, the agreement shall be extended for an indefinite term if one of the parties has not given notice of termination at least four (4) weeks prior to expiration of the minimum term. After expiration of the minimum term, either party can terminate the agreement by giving 30 days notice. 4. Fees 4.1 The Client undertakes to pay the fee in accordance with the Proposal herewith attached in full and in advance. 4.2 In default of payment, Alert Communications reserves the right not to start the SEO service or to stop providing SEO services immediately and without the need of the prior consent of the Client. Furthermore, Alert Communications shall not liable for any alleged loss suffered by Client due to this termination of use. Page 2 of 6

3 5. Privacy 5.1 Alert Communications holds a strict privacy policy and promises to never divulge Client details to any other client, existing or potential. 6. Client Obligations 6.1 Prior to work being undertaken by Alert Communications, we require assurances from our customers that: The Client has not employed the services of any Search Engine Optimisation Company other than Alert Communications to work on their website promotion The Client has not employed the services of any Submission Company during the same period of Alert Communications providing their search engine optimisation services The Client has not created any duplicate sites, duplicate content or pages, redirects or doorway pages to their website The Client has not requested or exchanged links with any link farms or undertaken any spamming techniques which may harm the web site's search engine ranking with Google The Client agrees that their website is not hosted on free web space using domain forwarding (either framed or otherwise). In cases where there is either concern that the current hosting IP address may be part of a 'bad neighbourhood' or for reasons of search engine optimisation, Alert Communications Ltd may request the Client to change their hosting provider whilst using our internet marketing search engine optimisation techniques. 7. Third Party Fees 7.1 Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the Client unless otherwise stated in writing in the agreement or is published as part of the search engine optimisation campaign purchased. 8 Access to customer website 8.1 The Client must grant the authority to submit the Web Site pages being promoted to Search Engines and directories. Alert Communications must have the ability to optimise the structure and content of your web pages. Such changes generally have a minimal visual impact. Alert Communications will work directly with you in order to maintain the original look and feel of your website. Page 3 of 6

4 8.2 The Client must provide Alert Communications with log-in information (FTP username and password) to allow access to the Client s website. 8.3 Alert Communications will maintain confidentiality of log-in information. 8.4 The Client must inform their webmaster or anyone else who has access to the Web site that Alert Communications is performing Search engine optimisation services on the Client s site. The Client must inform Alert Communications beforehand of any changes made to the website throughout the search engine optimisation campaign. 8.5 In cases where the website in question is updated frequently by a web master from the Clients end or otherwise, Alert Communications reserves the right to ask the client to make the webmaster attend a training seminar related to how to keep an SEO-friendly site. This is because the work that Alert Communications might be conducting might be compromised through misinformed updates by webmasters. In this case, Alert Communications training sessions will be charged extra and Alert Communications cannot be held responsible for rankings if the client fails to follow this suggestion. 8.6 If Client s pages are light in content (less than about 150 visible words per page), it will be important to provide additional relevant content for the purpose of enhancing search engine ranking. 9. Prohibited Use 9.1 Alert Communications reserves the right to cancel the contract agreement with immediate effect if it believes the material or the Web Site to be obscene, unfair, untrue or otherwise unworthy of inclusion on the internet. The discretion of Alert Communications in this respect will be absolute. 10. Limitation of Liability 10.1 Under no circumstances shall Alert Communications, its agents, providers or employees be liable for any damages that result from the Client s use or inability to use the SEO or any part thereof. This includes but is not limited to all damages, that may result from busy signals, errors, delays in the service, deletion of files, viruses, theft or alteration of the Client s computer Alert Communications entire liability for any claims for breach of contract, tort and negligence and the Client s exclusive remedy is limited to the value of the fees paid by the Client over the previous twelve (12) months for this service. THE CLIENT S ATTENTION IS IN PARTICULAR DRAWN TO THIS CLAUSE 10 HERE ABOVE. Page 4 of 6

5 11. Indemnity 11.1 The Client shall keep Alert Communications indemnified against all and any actions that may be brought against Alert Communications in respect of the use or any action, or failure of use or to take any action, by the Client in relation to the SEO services. THE CLIENT S ATTENTION IS IN PARTICULAR DRAWN TO THIS CLAUSE 11 HERE ABOVE. 12. Marketing 12.1 Alert Communications reserves the right to use Client s company or trading name in any promotional or marketing material it deems fit. This may be in print form, TV, radio or Multimedia (including Web). 13. No Waiver 13.1 The delay or failure of Alert Communications to enforce any terms and conditions of this Agreement shall not be deemed to be a waiver of the said terms and conditions of this Agreement and shall in no way affect their validity or the right of Alert Communications thereafter to enforce all or any of such terms and conditions. 14. General 14.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal successors but shall not otherwise be assignable by either party without the written consent of the other which consent shall not be unreasonably withheld If any provision of this Agreement is agreed by the parties to be illegal, void or unenforceable under any law applicable hereto or if any court of competent jurisdiction in a final decision so determines, this Agreement shall continue in force save that such provision shall be deemed to be excised herefrom, with effect from the date of such agreement or decision or such earlier date as the parties may hereby agree The headings in this Agreement are for convenience only and shall not have any legal or interpretative effect. Page 5 of 6

6 15. Governing Law and Disputes 15.1 The construction, validity and performance of this Agreement shall be governed in all respects by Maltese law Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Malta Arbitration Centre as at present in force. The appointing authority and administrator shall be the Malta Arbitration Centre. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the arbitral proceedings shall be English. Arbitration in terms of this Clause shall constitute the sole and exclusive remedy for the resolution of disputes, controversies of claims arising out of or relating to this agreement, or the breach, termination or invalidity thereof. I HEREBY CONFIRM THAT I HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND ACCORDINGLY I AM FULLY AWARE OF MY OBLIGATIONS AND RESPONSIBILITIES AS A CLIENT ARISING HEREFROM, INCLUDING PROVISIONS ON LIABILITY AND INDEMNITY WHICH HAVE SPECIFICALLY BEEN BROUGHT TO MY ATTENTION. I FURTHERMORE WARRANT TO BE DULY AUTHORISED TO ACCEPT, SIGN AND REPRESENT THE CLIENT ON THIS AGREMEENT AND CONFIRM ACCEPTANCE OF THE TERMS AND CONDITIONS SET OUT ABOVE. Date: Client Company Name: Client Company Registration: Represented by: Position: Signature: Page 6 of 6