Search Engine Optimisation (SEO)
Representation 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 to our terms and conditions, 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.
SEO Payment Terms
Invoices are provided monthly on or around the date you start your campaign and all invoices must be cleared within 28 days. All SEO campaigns are for a minimum of 30 days unless outlined in a separate offer.
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 great British Pounds), unless otherwise agreed by Black Bear Digital. 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 Black Bear Digital has done up to the time that client notifies Black Bear Digital not to continue.
Assignment of Specific Rights
For the purposes of receiving professional SEO services, Client agrees to provide the following:
Give Black Bear Digital FTP and other back-end admin access to the web site to make changes to the site for the purpose of on-page optimisation.
Full access to existing website traffic statistics for analysis and tracking purposes.
Client authorizes Black Bear Digital use of all client’s logos, trademarks, Web site images, content etc., for use in creating articles and any other uses as deemed necessary by Black Bear Digital for search engine optimisation.
If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Black Bear Digital can create site content at additional cost to the Client. If Client is interested in purchasing content from Black Bear Digital, it can be provided at additional cost.
The points below relate to service, guarantees and liabilities. Please read them carefully:
- 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.
- Black Bear Digital Limited will commence work on receipt of the initial payment.
- 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.
- 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.
- 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.
- All payments to Black Bear Digital Limited with regard to the SEO service are non-refundable.
- Black Bear Digital Limited may need to edit your site substantially in order to carry out site optimisation work. Additional charges may apply.
- 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.
- Black Bear Digital Limited can not be held financially liable in anyway with regard to your website ranking on the search engines.
- 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 by Black Bear Digital Limited.
- The terms and conditions of this website are governed by the laws of England and Wales.
- 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.
- In the event that you choose to end your dealings with Black Bear Digital Limited it is solely your responsibility to remove any access you have granted Black Bear Digital Limited to, for example, your ftp details, your back office, Google accounts or services or any other accounts.
- Any SEO work you perform without 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 of Black Bear Digital Limited.
- Unless otherwise agreed; you are responsible for inputting and creating your own content.
- Content created on your behalf by Black Bear Digital Limited, once you have approved it, is no longer the responsibility of Black Bear Digital Limited. You accept full responsibility for its accuracy, maintenance and its legality.
- 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.
- 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.
- Although we don’t operate fixed term contracts for our monthly services e.g. maintenance, social media management and SEO; we require a full 30 days notice of cancellations.
Website Development +
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. Our terms and conditions don’t contain 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.
As our customer, you have the power and ability to agree to these terms and conditions 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 as final work checks are your responsibility before sign-off, 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.
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.
If we are designing your application or graphics (including logos and branding) we’ll create designs for the look-and-feel, layout and functionality of your website. If after your designated number of revisions you’re still 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 the project or continue to commission us to make further design revisions at our standard design rates.
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 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
The estimate/quotation prices at the beginning of your particular project proposal 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, add extra pages or templates, designs, graphics 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, our general terms 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.
Once we have delivered the final build of the website, you have one week to come back to us with revisions (if you have yet to use your included revisions or want to pay for additions). If we do not hear from you after a period of one week despite efforts to make contact, we will consider the project completed and invoice for any and all outstanding payments.
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 dedicated website hosting company but do offer hosting to select clients. As such we offer basic technical support for website hosting, email or other services relating to website hosting if you are hosted on the Black Bear Digital servers.
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. We also cannot be held liable for any sort of malicious attacks against your website (these are rare) even if you have subscribed to our maintenance packages.
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 all 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.
You also own text content, photographs and other data you provided, unless someone else owns them. We own the markup, CSS and other code and we license it to you for use on only this project. 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.
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 outlined in your specific proposal.
Although we don’t operate fixed term contracts for our monthly services e.g. maintenance, social media management and SEO; we require a full 30 days notice of cancellations.
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.
All deadlines given on projects and stated in proposals are estimates made in good faith based on information available at the time of the original quote/proposal. Although we will try our best, we make no promises to deliver any work(s) on any specific date(s) mentioned in proposals or in other communique. 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.
The client may each terminate the Agreement at the expiration of the Period by giving written notice of its intention to do so at least 30 days before the end of the Period. If neither party gives notice of intention to terminate, the Agreement will continue from month to month until terminated by either party on one month’s notice. The Customer must pay Black Bear Digital LTD the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.
PPC – Google Pay Per Click & Paid Social Ads
Black Bear Digital agrees to establish a Google Ad Words account for the client, design adverts (number highlighted in proposal) and manage a specific monthly ad spend. This constitutes a rolling monthly agreement and is not a fixed-term agreement. The terms below apply to PPC (Google Adword) accounts and Paid Social Ads on both Facebook and Instagram.
The fee for PPC and Social Ad Services is stated in the Client Proposal as a base monthly fee (with no set up fee) to paid upfront each month.
The first monthly fee is payable on setting up the account and payable monthly thereafter.
Monthly fees are fixed and stated in specific client proposals.
Black Bear Digital LTD will offer a managed AdWords service with the following provisions:
(a) Black Bear Digital LTD will setup a new AdWords account for the Customer.
(b) Black Bear Digital LTD will have sole access and retain ownership of the new AdWords account during campaigning however access and ownership will revert to client if client terminates account subject to “termination’ below.
(c) Black Bear Digital LTD will provide the client via Google Analytics with access 24/7 to reporting and campaign date.
(d) Black Bear Digital LTD will endeavour to spend the predetermined Google click cost budget each month. Black Bear Digital LTD will not be liable for any under or over spend.
(e) The client is liable for all AdWords charges generated from the AdWords account.
All fees are payable monthly in advance via Direct Debit or Bank Transfer.
Click costs payable to Google shall be paid directly by the client by:
The provision of a credit/debit card by the client to Black Bear Digital LTD that can be used to pay Google click costs directly to Google up to a defined spending budget as confirmed by the Customer together with the fees of Black Bear Digital LTD.
The Client may each terminate the Agreement at the expiration of the Period by giving written notice of its intention to do so at least 30 days before the end of the Period. If neither party gives notice of intention to terminate, the Agreement will continue from month to month until terminated by either party on one month’s notice. The client must pay Black Bear Digital LTD the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.
Black Bear Digital LTD will provide its services on information supplied to it about the client’s business. However, the client acknowledges that Black Bear Digital LTD cannot guarantee an improvement in rankings, traffic, sales, business activity, profit or any other form of improvement.
Black Bear Digital LTD cannot accept responsibility for any loss or damage, including consequential loss, arising from its services.
Black Bear Digital LTD will endeavour to ensure that any development/design site or application will function correctly on the server which it is initially installed on when viewed with the latest version of the web browsing software Microsoft Internet Explorer or Mozilla browsers or Chrome browsers. Black Bear Digital LTD can offer no guarantees of the correct functioning with all browsers.
Black Bear Digital LTD shall not be liable to the client for any direct, indirect, economic, special, punitive, incidental or consequential loss or damage (whether for loss of profits, loss of business, revenue, data, goodwill or otherwise) arising suffered by the client which arises out of or in connection with the provision of the Services or any liability of the client.
The entire financial liability of Black Bear Digital LTD (including any liability for the acts or omissions of its members, officers, employees, affiliates and permitted agents and subcontractors ) to the client in connection with provision of Services in respect of any direct loss whether such claim arises in contract, tort, misrepresentation or otherwise shall not exceed a sum equal to the fees paid for the Services.
Black Bear Digital LTD accepts no duty of care or other liability in respect of its Services to any person other than the client.
Black Bear Digital LTD reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate any free hosting service should the necessity arise and Black Bear Digital LTD reserves the right to refuse to use, incorporate or implement any material of a copyrighted or other legally protected nature unless adequate proof is given of permission to use such material.