SEO CONTRACT
We want you to be successful in your business!
For us to do that, we need to be successful in our execution.
Please review the following guidelines as they pertain to our engagement:
Guidelines Pertaining to the SEO Service Engagement:
- This contract is a formal engagement between Variance Marketing Inc. and [Company.Name]. This contract sets forth an engagement whereby Variance Marketing Inc. is responsible for increasing SEO rankings, organic traffic, and overall search exposure for [Company.Name] as much as possible.
- The program you’ve chosen to hire us for is designed to outsource a portion of your SEO efforts. The best way for Variance Marketing Inc. to get the best results is to trust and allow us to run our process.
- I understand that Variance Marketing Inc. has many clients and that Variance Marketing Inc.'s employees have lives and families and promise to respect their time and trust that Variance Marketing Inc. will deliver the results as outlined.
- I understand that Variance Marketing Inc. SEO services are not a perfect system and, just like any other business, challenges happen.
- I understand that I am going into a partnership with Variance Marketing Inc. and, if any challenge arises, we will both work together to solve any challenges and be patient with one another to make things right.
- I understand that we are human beings and agree to be understanding and compassionate with anybody that we deal with in our business while striving for the best results possible.
- I understand that by violating any of these rules, I will be impeding my own business, Variance Marketing Inc.’s business and Variance Marketing Inc.’s ability to generate consistent, long-term results for myself and their other clients.
Formal Contract for the SEO Service Engagement:
This contract is entered into between Variance Marketing Inc. (hereinafter referred to as “Contractor”) & [Company.Name] (hereinafter referred to as “Client”) on [Document.CreatedDate].
BACKGROUND
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
1. Variance Marketing Inc. will provide the Client with Search Engine Optimization Services, Google Advertising, & Marketing Consulting (hereinafter referred to as “SEO”) as described in this contract. Variance Marketing Inc. will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client's website, [Website.URL].
2. The total monthly fee for the SEO services to be provided is $[Contract.Amount]/CAD per month for a contract term of [Numberof.Months] months commencing upon execution of this agreement. All fees must be pre-paid each month in full, and are subject to sales tax.
Variance Marketing Inc.'s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.
Variance Marketing Inc.'s SEO Services will include (but are not limited to):
3. Researching keywords and phrases to select appropriate, relevant search terms (up to 20 additional phrases on a rolling basis).
4. Obtaining “back links” from other high domain authority websites and directories in order to generate link popularity and traffic (up to 30-70 per month).
5. Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary (up to 100 pages).
6. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
7. Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
8. Create traffic and ranking reports for [Website.URL] and any associated pages showing rankings in the major search engines.
For the purposes of receiving professional SEO services, Client agrees to provide the following:
9. Administrative/backend access to the website for analysis of content and structure.
10. Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
11. Unlimited access to existing website traffic statistics for analysis and tracking purposes.
12. A [Website.URL] email address for the purposes of requesting links (something like contact@yoursite.com)
13. Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Variance Marketing Inc. for search engine optimization purposes.
14. Variance Marketing Inc. will be creating required content on behalf of the Client. 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. Variance Marketing Inc. can create additional site content not included in the scope of work, at additional cost to the Client. If Client is interested in purchasing additional content from Variance Marketing Inc., please contact Variance Marketing Inc. for a cost estimate.
Client must acknowledge the following with respect to SEO services provided by the Contractor:
15. All fees are non-refundable.
16. If the Client would like to cancel this agreement during the contracted period, a payment of 1 months worth of SEO services as priced and described herein will be payable 30 days before cancellation.
Client agrees to provide thirty (30) days written notice of cancellation prior to terminating services within initial contract period. Such notice must be delivered via email to support@variancemarketing.com or certified mail to 5000 Yonge Street, Unit 1901, North York, ON M2N 7E9. Failure to provide the required notice may result in additional charges or fees at the discretion of Variance Marketing Inc.
Unless written notice of cancellation is provided by the Client at least 14 days prior to the next payment cycle date, this Agreement will automatically renew on a monthly basis under the same terms and conditions.
The Client acknowledges that ongoing SEO services require continuous work and resource allocation. As such, failure to provide timely written cancellation notice will result in the Client being billed for the next month's service, and the Agreement will remain in effect until a written cancellation notice is received in accordance with the 14-day policy.
By entering into this Agreement, the Client agrees to these terms and understands that no refunds will be issued for payments processed due to insufficient notice of cancellation.
17. All fees, services, documents, recommendations, and reports are confidential.
18. Variance Marketing Inc. has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
Client acknowledges and agrees that the effectiveness of SEO services is directly impacted by the technical capabilities and limitations of the website’s Content Management System (CMS). Certain CMS platforms—particularly those that are outdated, restrictive, or not SEO-friendly—can significantly hinder our ability to implement best-practice SEO strategies and achieve desired results.
While Variance Marketing is committed to delivering strong SEO performance and stands behind its SEO service guarantees, these guarantees are contingent upon the use of a search engine–friendly CMS, such as WordPress, Webflow, or similarly optimized platforms.
In cases where a client’s current CMS is deemed suboptimal for SEO, we may, at our discretion, offer a complimentary website redesign or migration to a more suitable CMS to maximize the likelihood of success. However, should the client choose to remain on a subpar CMS, Variance Marketing shall not be held liable for a lack of SEO results or underperformance directly attributable to CMS limitations.
Client’s refusal to adopt a recommended CMS solution may void any performance-based guarantees or timelines previously agreed upon.
19. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Variance Marketing Inc. does not guarantee #1-#5 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
20. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for a certain amount of time. This is referred to as the “Google Sandbox.” Variance Marketing Inc. assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
21. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Variance Marketing Inc. will re-optimize the website/page based on the current policies of the search engine in question.
22. Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Variance Marketing Inc. can offer a list of expedited listing services upon request.
23. Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. Variance Marketing Inc. does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation. Variance Marketing Inc. only uses white-hat links that are healthy with a high domain authority score and low spam score.
24. Variance Marketing Inc. is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
25. Additional Services not listed herein (such as managing pay-per click campaigns, copywriting, link baiting, etc.) will be provided for additional fees. If this is something of interest, the Client will notify Variance Marketing Inc. directly.
26. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Variance Marketing Inc. for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Variance Marketing Inc. and its subcontractors from any liability or suit arising from the use of such elements.
27. Variance Marketing Inc. is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $100 per hour.
28. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
29. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
REIMBURSEMENT OF EXPENSES
30. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
31. All expenses must be pre-approved by the Client.
CONFIDENTIALITY
32. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
33. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
34. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
35. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
36. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
37. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
38. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
39. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
40. In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
41. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
NO EXCLUSIVITY
42. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
MODIFICATION OF AGREEMENT
43. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
44. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
45. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
46. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
47. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
GENDER
48. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
49. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
SEVERABILITY
50. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
51. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.