Search Engine Optimisation (SEO) Terms and Conditions
Representations and warranties
Black Bear Digital 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 be all and end all of SEO terminology. For the purposes of this agreement:
“Deliverable “- It is 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 web site 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” – It is set of methods which are used to generate publicity through social media.
“Search Engines” – It is 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 same/identical keywords in 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.
“URL”- It is the address of the web page on the Internet.
“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.
Black Bear Digital 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, websites 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.
A website audit can be purchased as a separate service by the client which we charge a one-time fee of £250.00 + VAT
Specific Terms and Liabilities
The points below relate service, guarantees and liabilities. Please read them carefully:
1. This agreement between Black Bear Digital Limited and the Client will be on these conditions, to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.
2. The works to be carried out is described above in the ‘deliverables section’.
3. Black Bear Digital Limited will commence work on receipt of the initial payment.
4. Black Bear Digital Limited will either take a 100% upfront payment for an agreed number of months SEO or will sign you up to our monthly service.
5. There will be no minimum term and therefore a client can stop payments at any stage. Payment is however made 1 month in advance of work being carried out. If a payment is stopped, SEO work will not continue and previous payments will not be refunded.
6. If Black Bear Digital Limited do not receive payment we will stop working on your site optimisation until payment is received. This may negatively affect your site’s performance on the search engines.
7. All payments toBlack Bear Digital Limited with regard to the SEO service are non refundable.
8. Black Bear Digital Limited may need to edit your site substantially in order to carry out site optimisation work. Additional charges may apply.
9. Black Bear Digital Limited will attempt to increase the rank of your website on the search engines. There is however no guarantee that this can be done.
10. Black Bear Digital Limited can not be held financially liable in anyway with regard to your website ranking on the search engines.
11. Black Bear Digital Limited cannot be held responsible for anything adversely affecting the Client’s business operation, sales, or profitability that might be claimed is a result of a service offered byBlack Bear Digital Limited.
12. The terms and conditions of this website are governed by the laws of England and Wales.
13. Jurisdiction for any claims arising in respect of this website’s Content shall lie exclusively with the courts of England. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
14. In the event that you choose to end your dealings withBlack Bear Digital Limited it is solely your responsibility to remove any access you have grantedBlack Bear Digital Limited to, for example, your ftp details, your back office, Google accounts or services or any other accounts.
15. Any SEO work you perform with out our recommendations, including link building, changes to your website or anything else that negatively affects your rankings or your conversions will not be deemed the responsibility ofBlack Bear Digital Limited.
16. Unless otherwise agreed; you are responsible for inputting and creating your own content.
17. Content created on your behalf byBlack Bear Digital Limited, once you have approved it, is no longer the responsibility ofBlack Bear Digital Limited. You accept full responsibility for its accuracy, maintenance and its legality.
18. Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions.Black Bear Digital Limited will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to your website rankings.
19. All the websites created and described as ‘micro-sites’ or ‘supporting websites’ as part of our SEO strategy, are owned entirely by Black Bear Digital Limited.
Web Development and Graphic Design Terms and Conditions
We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.
You (the client) are hiring us (Black Bear Digital Limited) to design and develop a website and/or create graphical designs for the estimated total price as outlined in our proposal. Of course, it’s a little more complicated, but we’ll get to that.
As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we’ll need to complete the project – including text, images and other information – as and when we need it and in the format we ask for. You agree to review our work, provide feedback and approval in a timely manner too. Deadlines work two ways and you’ll also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavour to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this we’ll also maintain the confidentiality of any information that you give us.
The Nitty Gritty
Design (web design and graphical designs)
If we are designing your application or graphics (including logos and branding) we’ll create designs for the look-and-feel of your business, layout and functionality of your website. Unless otherwise specifically stated in your proposal, this contract includes one main design for websites and/or 3 concepts for branding based on discussions. This contract entitles you to one round of revisions on the website and or/two rounds of revisions on graphical/branding designs. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at our standard design rates of £50 per hour.
HTMLs and CSS layouts
If the project includes HTML markup and CSS templates, we’ll develop these using valid HTML and CSS code.. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software.
We do not cater for people using Microsoft Internet Explorer 6 and cannot predict the behaviour of that browser.
We will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example Microsoft Internet Explorer 6 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.
We may have written a hundred blog posts but we’re not responsible for writing or inputting any text copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate we will charge you at our standard copywriting or content input rate.
You will supply us photographs in digital format. If you choose to buy stock photographs we can suggest vendors of stock photography. Any time we spend searching for appropriate photographs will be charged at our standard discovery rate.
Changes and Revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind. The estimate/quotation prices at the beginning of this document are based on the amount of work we estimate we’ll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, ask for graphic re-designs, add extra pages to your website or templates or even add new functionality, that won’t be a problem. However, you will be charged accordingly, and these additional costs will need to be agreed to before the extra work commences. This additional work will affect deadlines and they will be moved accordingly. We’ll be up front about all of this if and when it happens to make sure we’re all on the same page before proceeding. We may also ask you to put requests in writing so we can keep track of changes. If the nature or functions of the project change significantly throughout the process, we reserve the right to deem the current project cancelled. At this point you will pay us in full for all the work we have done and may commission us to complete the new project based on the new requirements. This will require a new quote and contract. Unless otherwise specifically stated in your proposal, this contract includes one main design for websites and/or 3 concepts for branding based on discussions. This contract entitles you to one round of revisions on the website and or/two rounds of revisions on graphical/branding designs. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at our standard design rates of £50 per hour.
You may already have professional website hosting, you might even manage that hosting in-house; if that’s the case, great. If you don’t manage your own website hosting, or your current hosting environment does not support the solution we are providing, we can set up an account for you at one of our preferred, third-party hosting providers. We will charge you a one-off fee for installing your site on this server, plus any statistics software such as Google Analytics, then the updates to, and management of that server, plus any support issues will be up to you. We are not a website hosting company and so do not offer or include technical support for website hosting, email or other services relating to website hosting.
We can’t guarantee that the functions contained in any web page templates or in a completed website will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages. With regards to graphical and branding designs, once a project is accepted and finalised we will not be held liable for issues with graphics that arise at a later date i.e. when coming to print. We do everything we can to make sure our graphical work is 100% error free, however, is it the responsibility of the client to accept final delivery and check quality.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the website are either owned by your good selves, or that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that we create for you for this project.
We’ll give you a copy of printable and digital files and you should store them really safely as we are not required to keep them or provide any native source files we used to make them. We are NOT required to provide the raw design files (e.g. adobe illustrator or photoshop files) for branding and graphical work but these can be obtained for an additional fee.
You also own text content, photographs and other data you provided, unless someone else owns them. If we provided copywriting services of any kind, you own this entirely once the project is finalised. Unless otherwise stated, you own the markup, CSS and other upon completion of this work. We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.
Black Bear Digital Limited offers maintenance packages for websites which includes, but is not limited to, covering the cost of site content and visual updates as well as site security updates. Although we do everything in our power to keep your site safe when you subscribe to one of these plans, we cannot guarantee protection against successful DDOS attacks or any other attack which may delete, destroy or change your website’s code, content or functionality. As such we are not liable for changes that result from such attacks. As part of maintenance packages we will rectify minor changes that result from successful attacks but if serious damage is done to the website we will have to charge to rectify the damage at an hourly rate of £30 per hour.
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the agreed payment schedule in your bespoke proposal.
NB: If you are unable to supply all of the right content at this stage, it does not mean we have not done our job. Once the site has been tested and is ready to go live, either with your content or placeholder images and dummy text, we will issue the final invoice. Once the final invoice is paid, we will hand over the keys and show you how to put your own content in once it’s ready. If the final invoice is not paid within the credit terms, we have given you, we are under no obligation to keep the site on our testing server or continue with the project in anyway.
Design is always a subjective art and there may be designs that don’t take your fancy. We always produce work closely following guidelines from our clients. If, after a number of revisions you are still not happy with designs but work has or is about to be delivered to our high standard you cannot request a refund. Refunds will be only considered if both parties (us and you, the client) agree that there has been a clear failure to provide what was paid for or outlined in the original brief and that the project is still as a sufficiently preliminary or early stage. We operate on a good faith basis and will always hold our hands up if things go wrong and will consider refund requests on a case by case basis.
ALL DEADLINES GIVEN ON PROJECTS ARE ESTIMATES MADE IN GOOD FAITH BASED ON INFORMATION AT HAND AT THE TIME. WE MAKE NO PROMISES TO DELIVER ANY WORK(S) ON ANY SPECIFIC DATE(S) MENTIONED IN PROPOSALS OR IN OTHER COMMUNICATIONS. WE WILL NOT BE HELD LIABLE FOR ANY LOSS OF EARNINGS OR REPUTATION DAMAGE THAT RESULTS FROM DELAYS TO DELIVERED WORK, NO MATTER THE CAUSE.