PURPLECOW DIGITAL MARKETING
SEO Services Agreement
SEO Terms Of Service
Although there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means PurpleCow Digital Marketing, a business registered in the State of Queensland, Australia. “You,” “your,” “Customer” or “Client” in this document is you, our Client.
Terms & Definitions
This Search Engine Optimization (SEO) Agreement is dated, as per the agreement and is between The Client (the “Client”), and PurpleCow digital marketing (the “SEO Consultant”).
The seo Consultant provides search engine optimization services to website owners.
This seo Agreement provides for the SEO Consultant’s development and execution of a search engine optimization and marketing strategy for the Client.
The parties agree as follows.
Terms defined above have their assigned meanings and each of the following terms has the meaning assigned to it.
“Agreement” means the seo Agreement.
“Black Hat” means using spam-like methods focused on computers instead of human users to increase a website performance. Black Hat seo tactics include keyword stuffing, invisible text, and more.
“Business Day” means the usual work week of Monday through Friday, with the exception of all holidays.
“Deposit” has the meaning assigned to it in Section 3.3.
“Effective Date” means the date listed in the preamble of this Agreement.
“Keyword” means words typed into a search engine by potential consumers of the client’s website and its related products and services.
“Website Content” means the words, graphics, video, or other immediately visible content when visiting a web page.
“White Hat” means using seo methods focused on human users and based in accepted search engine guidelines to improve a website’s performance.
“Writing” means an e-mail or other written communication, such as attached documents, sent for the purpose of providing legal notice to either party.
By signing the Agreement, the Client engages the SEO Consultant, PurpleCow digital marketing and PurpleCow digital marketing accepts that appointment, and will carry out the search engine optimization (SEO) services within the Territory on the terms and conditions set out herein.
The appointment of PurpleCow digital marketing shall begin on the commencement date and continue for a minimum of the initial term of thirty (30) days.
3.1 Termination for Cause; Material Breach. A party may terminate this Agreement by giving 30 Days notice to the other party, if that latter party materially misrepresented a fact or materially breaches a warranty or covenant. In that event, the terminating party has all rights and remedies that law and equity provide.
4. Obligations of PurpleCow Digital Marketing
PurpleCow digital marketing must:
4.1 Provide the Services with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Services;
4.2 Whilst so providing the Services, remain an independent contractor at all times and, as such:
(a) assume full responsibility for their acts and omissions; and
(b) be solely responsible for any payments in respect of any employment salaries, wages and benefits payable, including any sick leave, long service leave, superannuation, workers’ compensation, accident, sickness and life insurance; and
(c) provide all necessary tools to carry out the Services; and
4.3 Whilst so providing the Services, provide prompt and full information to the Client regarding the performance of the Services; and
4.4 At all times while providing services under this agreement, PurpleCow digital marketing may only perform services for businesses that compete with the Client if there is a clear distinction in target audiences, ad creative and campaign specific offers.
4.5 Representations and Warranties. The seo Consultant represents and warrants as follows:
a) The seo Consultant will not engage in Black Hat SEO tactics at the website, URL, in an effort to gain traffic in the future.
b) The seo Consultant has power and authority to sign, deliver, and perform this Agreement.
c) The seo Consultant has taken all necessary action to authorize the signing, deliver, and performance of this Agreement.
d) This Agreement has been duly signed by the seo Consultant, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the seo Consultant in accordance with its terms.
4.6. Covenants. The seo Consultant covenants to:
a) Use White Hat seo tactics and accepted practices to improve search engine rankings.
b) Develop a strategy to improve the flow of targeted traffic to your website.
c) Provide regular reports and analysis of traffic to your website.
4.7. Disclaimer of Warranty. The seo Consultant is providing services “AS IS”, and disclaims all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. The seo Consultant provides recommendations regarding current White Hat search engine optimization tactics that, in theory, should improve your website’s performance in search engine rankings. However, the seo Consultant is not responsible for search engine rankings, the algorithms used by major search engines to rank web pages, or other processes of third party search engines. The seo Consultant cannot predict future search engine algorithm changes; therefore, the seo Consultant cannot guarantee results such as placing your website as the number one search result for specific keywords, or to maintain a position within the top 10 search results.
5. Obligations of the Client
5.1 The Client agrees that it shall provide sufficient details, material and information (“Client Materials”) to PurpleCow digital marketing as reasonably requested by PurpleCow Digital Marketing to allow it to carry out the Services.
5.2 The Client agrees to supply the Client Materials to PurpleCow digital marketing within a reasonable time frame after execution of this Agreement, or after request from PurpleCow digital marketing.
5.3 The Client agrees and acknowledges that any delay caused by the Client failing to provide the Client Materials to PurpleCow digital marketing may cause delay to the provision of Services by PurpleCow Digital Marketing. Further, the Client agrees that PurpleCow digital marketing shall not be liable for any delay to provision of the Services caused by the failure of the Client to provide the Client Materials in a timely manner.
5.4 The Client shall not submit any Client Materials which are knowingly based on other works and for which the Client has not obtained the necessary rights. The Client indemnifies and keeps indemnified PurpleCow digital marketing from any claim made by a third party for a breach of copyright or Intellectual Property Rights as a result of publication or use of the Client Materials.
5.5. Representations and Warranties. The Client represents and warrants as follows:
a) The Client has not engaged in Black Hat seo tactics at the website, URL, in an effort to gain traffic in the past.
b) The Client has power and authority to sign, deliver, and perform this Agreement.
c) The Client has taken all necessary action to authorize the signing, delivering, and performance of this Agreement.
d) This Agreement has been duly signed by the Client, or its authorized representative or agent, and constitutes its legal, valid, and binding obligation. It is enforceable against the Client in accordance with its terms.
5.6. Covenants. The Client covenants to:
a) Provide administration or backend access to the seo Consultant.
b) Provide an email at the Client’s website, URL, for purposes of back link building or otherwise representing the Client for the purposes of seo.
c) Allow the seo Consultant to make changes to the website’s underlying code for the purpose of optimization.
d) Provide the seo Consultant with a list of all third party developers of the website for the purpose of contacting them to improve the website’s performance in the search engines
e) Provide the seo Consultant with electronic files of all promotional or branding materials, i.e., logos, graphics, etc., for the purpose of creating new promotional materials.
6. Fees & Payments
6.1 The Client agrees to pay to PurpleCow digital marketing the Fees plus GST as set out in Your Investment section of this proposal.
6.2 PurpleCow digital marketing shall provide to the Client access to an online billing platform to provide payment for all Services.
6.3 A tax invoice will be provided following all successful payments.
6.4 The Client will be charged upfront, at the commencement of the month, prior to PurpleCow digital marketing commencing any work pursuant to this Agreement.
6.5 The Client may terminate or pause this online payment by providing PurpleCow digital marketing with thirty (30) days written notice.
7. SEO Consultant Services.
7.1 PurpleCow digital marketing warrants that as at the date of this Agreement and during the Term:
(a) the Services will be performed by PurpleCow digital marketing:
(i) with due care and skill in as competent and professional manner as reasonably possible;
(ii) in accordance with generally applicable industry standards;
(iii) in accordance with the lawful directions and specifications of the Client from time to time; and
(iv) in accordance with all applicable laws and regulations.
(b) PurpleCow digital marketing is knowledgeable and has the requisite qualifications and experience in the field in which PurpleCow Digital Marketing has been appointed;
(c) all work provided by PurpleCow digital marketing:
(i) subject to Clause 7.2 (d), is the original work of PurpleCow digital marketing;
(ii) has not been and will not be copied from other work unlawfully;
(iii) has in place all consents, approvals, authorities and licenses necessary to carry out the Services lawfully; and
(iv) does not knowingly or recklessly infringe any third party’s rights; and
(d) where PurpleCow Digital Marketing’s work is knowingly based on other works, PurpleCow digital marketing has obtained the necessary rights in those works.
7.2 The Client agrees and warrants to PurpleCow digital marketing that, both during the Term and thereafter:
(a) unless expressly authorised by PurpleCow digital marketing in writing, the Services provided to the Client shall be for the sole use of the Client. The Client hereby agrees and acknowledges that the Services shall not be used by or shared with the Client’s affiliates or any third party.
(b) Unless expressly authorised by PurpleCow digital marketing in writing, the Client shall not:
(i) disclose, use, disseminate, reproduce or publish any portion of the Service(s) in any manner;
(ii) permit any related company, parent company, subsidiaries, affiliated entities or any other third parties to use the Service(s) or any portion thereof.
(c) It shall not use the Service(s) in any way that:
(i) infringes any third party’s copyright, patent, trademark, trade secret, or any other proprietary rights of intellectual property; and/or
(ii) violates any law, statute, or regulation.
(d) Unless expressly authorised in writing by PurpleCow digital marketing, the Client shall not remove, alter or hide any proprietary notices in the Service(s) provided by PurpleCow digital marketing hereunder, and agrees to reproduce all such notices on all copies or part thereof.
7.3. seo Strategy; Selected Search Engines. The seo Consultant shall work with the Client to formulate an overall Search Engine Optimization strategy to improve the performance of the Client’s website, URL, for the Keywords selected in Section 4.2 in the following major search engines:
7.4. Keyword Selection. The seo Consultant and the Client have selected the following list of Keywords. The seo Consultant may recommend additional Keywords to be added to the list.
7.5. Back Links. The seo Consultant shall build a profile of back links to the Client’s website at URL.The seo Consultant shall maintain a report of all Back Links and provide the report to the Client at the Client’s request or at the end of the project.
7.6. Code Analysis and Modification. The seo Consultant shall analyze the underlying code of the Client’s website and provide recommendations or modifications to the code to improve the website’s performance in the selected search engines.
7.7. Search Analysis and Reports. The seo Consultant shall monitor website traffic, generate reports based on website traffic, and provide recommendations and strategies to improve targeted traffic to the Client’s website. The seo Consultant may use various free or paid third party tools or applications as part of this process.
7.8. Website Content Creation. Website Content creation is a large part of any search engine optimization endeavor. The seo Consultant will likely recommend the Client add additional Website Content to the Client’s website. The Client shall pay the seo Consultant the Hourly Rate stated above for Website Content creation. The seo Consultant may also use a third party Website Content creation service to meet the Client’s Website Content needs. In the event a third party is used, the Client shall pay the third party Website Content creator all associated fees.
8. Intellectual Property.
The digital marketing shall be providing the Client with creative assets (including but not limited to copywriting, landing pages, ad images, and creative), and strategic assistance (including but not limited to marketing campaigns and recommendations). The Client acknowledges and agrees that these have been developed by PurpleCow digital marketing and that after payment of the fees in full that ownership in the Intellectual Property shall be assigned to the Client.
8.3 The Client grants to PurpleCow digital marketing a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use the Client trademark and logo solely and limited for the purpose of carrying out the Services.
8.4 PurpleCow digital marketing grants to the Client a royalty-free, fully–paid, non-transferable and non-exclusive right and licence for the duration of the Term to use PurpleCow Digital Marketing’s trademark and logo solely and limited for the purpose of carrying out the Services.
8.5 Website Content. The Client shall own the copyright to all Website Content created to optimize the Client’s website.
8.6 Code; Non Website Content. The seo Consultant shall have all rights in all SEO related intellectual property that may be created by the SEO Consultant in the process of optimizing the Client’s website for search engines, including, but not limited to, website code, non website content, strategies, methods of operations, or any process, idea, or other seo related intellectual property.
9. General Provisions.
9.1. Governing Law; Forum Selection. The laws of Australia govern all matters relating to this Agreement. Any dispute will be resolved in the courts of Australia.
9.2. Assignment and Delegation. Neither party may assign its rights or delegate its performance under this Agreement without the other party’s consent.
9.3. Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
9.4. Notices. The parties must send all notices in writing and give all consent in writing. A notice or consent occurs is effective when the intended recipient receives it. For the purposes of this agreement, notice shall be provided to the client at client email. Notice shall be provided to the seo Consultant at seo email.
9.5. Merger. This Agreement is the final, complete, and exclusive statement of the parties’ agreement on the maters contained in this Agreement. It supersedes all previous negotiations and agreements. The parties shall not amend this Agreement, except by an agreement in writing, signed by both parties.
To evidence the parties’ agreement to this seo Agreement, they have signed and delivered it on the Effective Date set forthin the preamble.
10. Case Studies
10.1 PurpleCow digital marketing must seek formal written approval from the Client to produce and display any case studies (“Case Studies”) created using results received in relation to the Services carried out. Without written approval, such Case Studies may not be used for marketing or promotional purposes, including but not limited to the PurpleCow digital marketing website, proposals, marketing materials, the press, and on any other websites owned and/or operated by PurpleCow digital marketing.
11. Relationship of Parties
11.1 The relationship between the Client and PurpleCow digital marketing is that of a principal and an independent contractor. Nothing in this Agreement will constitute or deem PurpleCow digital marketing to be an employee of the Client nor will anything in this Agreement be construed as creating an employment relationship between the Client and PurpleCow Digital Marketing.
12.1 The following is Confidential Information of the Parties:
(a) technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;
(b) information or communication that is designated by an employee, officer or agent of the Parties to be confidential;
(c) information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;
(d) Intellectual Property of either Party or that Party’s clients or partners;
(e) that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph (a); and all copies of information and those parts of the notes and other records referred to.
12.2 Both Parties must:
(a) keep all Confidential Information secret and confidential
(b) not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;
(c) take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.
12.3 The Parties agree that in some instances, and only where required to carry out the Services, the Confidential Information may be shared with related entities, employees, agents and contractors on a need to know basis, and that such individuals and entities shall be held to the same standards of confidentiality as set out herein. In the event that Confidential Information is required to be shared pursuant to this Clause 10.3, then the sharing party shall immediately advise the other party of its intention to share and may not share such Confidential Information without the express written agreement of the other Party,
12.4 The Parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other Party and shall not knowingly circumvent the other Party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.
12.5 The Parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.
12.6 The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.
13. Non Solicitation
13.1 The Parties must not directly or indirectly or through interposed entities on any account in any capacity including on their own account or in partnership or joint venture with any other person, from the date of this Agreement to six months after completion of the provision of Services, solicit, employ or contract any employee or contractor of the other Party, unless otherwise agreed in writing;
13.2 The Parties acknowledge that the restraints under this Clause are reasonable in terms of duration and extent and are reasonably necessary to protect the business interests of the Parties.
14.1 The Client understands that the Agreement continues at the end of the initial thirty (30) day term, unless terminated by providing the other party thirty (30) days written notice.
14.2 Either party may terminate this Agreement at any time and for any reason by providing the other party thirty (30) days written notice. If the Client terminates this Agreement pursuant to this Clause 12.2 then it shall immediately pay all amounts due and owing to PurpleCow digital marketing.
14.3 Either Party may terminate this Agreement immediately if:
(a) the other Party commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of carrying out the Services;
(b) the other Party breaches any material term contained this Agreement;
(c) any of the following occurs in respect of either Party:
(i) The commission of any act of bankruptcy;
(ii) The entering into or resolution to enter into an arrangement, composition or compromise with or assignment for the benefit of their creditors generally or a class of creditors or proceedings are called to sanction such arrangement, compromise or composition;
(iii) The appointment of a receiver, receiver and manager, official manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any assets or undertaking;
(iv) The suspension of payment of debts generally; and/or
(v) The Party becomes unable to pay its debts when they are due or is or is presumed to be insolvent.
15. Limitation of Liability
15.1 Except as provided for in this Agreement, PurpleCow digital marketing makes no representation of any kind, express or implied with respect to the delivery of the Services.
15.2 To the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that PurpleCow digital marketing re-provide the Service(s).
15.3 No warranty is made by PurpleCow digital marketing for the performance of third-party software, content or equipment or internet Wi-Fi latency.
15.4 Both parties agree to indemnify, defend and hold harmless the other party (“Breaching party”), its related entities, shareholders, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss damage, demand or expense (including reasonable legal costs) asserted by any third party due to, arising from, or in connection with any breach by the breaching party of the terms of this Agreement
15.5 PurpleCow digital marketing shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages.
15.6 If Australian Consumer Law or any other legislation implies a condition or warranty into this Agreement in respect of the Services supplied, and PurpleCow Digital Marketing’s liability for breach of that condition or warranty may not be excluded but may be limited, Clause 15.1 does not apply to that liability and instead PurpleCow digital marketing’s liability for such breach is limited to PurpleCow Digital Marketing supplying the services again or paying the cost of having the services supplied again by a third party.
16. This Agreement
16.1 This Agreement shall be subject to the laws of Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of Australia.
16.2 Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
16.3 Any provision of, or the application of any provision of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
16.4 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
16.5 The failure of either party at any time to require performance by the other party of any provision of this Agreement does not affect the party’s right to require the performance at any time.
16.6 The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.
16.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies the entire agreement between the parties.
16.8 This Agreement may not be changed or modified in any way subsequent to its execution except in writing signed by the parties.
16.9 In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words with a capital letter where defined in this Agreement have that meaning;
(c) words importing a gender include any gender;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
(f) a reference to anything (including, but not limited to, any right) includes a part of that thing;
(g) a reference to a party in a document includes that party’s successors and permitted assigns;
(h) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(i) a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement.
16.10 The Client indemnifies PurpleCow digital marketing against any or all taxation liability arising from this Agreement or Services provided to the Client.
16.11 The foregoing provisions of this Agreement apply except as otherwise agreed in writing between the Client on the one hand and PurpleCow digital marketing on the other.
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