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Contract Search engine optimization

In continuation of the topic of contracts, I want to introduce you to the contract for SEO, which we use in our Internet agency.

One of the key problems of the contract for SEO - for what actually take the money? There are three main points of view. 1. for positions in the top 2. for traffic from search engines 3. for work as a whole.
Taking money from customers for positions is an incorrect position for the optimizer. Glitches search engine, changing the algorithm, the result of the work only after 2-3 months. All this is not something that contributes to the profit organization. In addition, this option excludes prepayment. Bring in the top on competitive topics, investing money the company has no desire.
The pay-per-visit option is more acceptable. But again, what about the prepayment? The first two months to work at the expense of their own budget, while there are few or no visitors?
The third option - payment for the complex of works, the most interesting for a seo-company. We do - this, this and this. For the effect we are responsible for our experience, reputation, but not legally.
For those who ask: “But what about guarantees?” I will answer: there are no 100% guarantees and there can be no. Optimizer as a farmer - plow the land, sow, fertilizer throws when necessary. But there is no sense in demanding guarantees of a harvest from it - it depends too much on weather conditions (will Yandex red-sun warmer).
The only thing that remains for the customer is to select more experienced farmers. A better collective farm. And look at previous yields (portfolio).
And one more favorite example of me. Everyone watched the transfer of "Cars for pumping" on MTV, where do tuning old cars? So it’s the same with the site - the optimizer can pump it, force the engine, and if the car (site) gets into the top10 race - what are the guarantees?

Now actually, the contract. Some points will be commented below.

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Contract No. ___
On optimization and promotion of Internet representation (site)

________ "___" ____________ 2008

___________________ hereinafter referred to as the “Contractor”, represented by the Director General _______________________, acting on the basis of the Charter, on the one hand, and ________________________- represented by ________________________________, acting on the basis of ___________, hereinafter referred to as the “Customer”, individually referred to as “Party”, and together - the “Parties” concluded this agreement (hereinafter referred to as the “Agreement”) as follows:

1. THE SUBJECT OF THE AGREEMENT
1.1 The Contractor undertakes to: 1. Optimize the site _______________, owned by the Customer, in the search engines of the Internet Yandex.ru, Rambler.ru and Google.ru (the first stage of work). 2. To support the site in search engines for the entire duration of the Agreement (Second stage of work).
1.2 The Customer undertakes to accept and pay for these works.

2 COST AND ORDER OF PAYMENT OF WORKS
2.1 The cost of work assigned to the Contractor under this Agreement is determined in accordance with the terms of reference signed by the Contractor and the Customer attached to this Agreement (Appendix No. 1) and amounts to 00 000 (... thousand) rubles per month.
2.2 The Customer within three banking days after signing the contract on the basis of the invoice transfers to the settlement account of the Contractor an advance payment of 100% (one hundred percent) of the monthly cost of work.
2.3 Payment for each subsequent month is made on the basis of the invoice issued by the Contractor in the amount of 100% (one hundred percent) of the monthly cost of work. The invoice must be paid by the Customer within three banking days from the date of issue.
2.4 The date of payment shall be the date of receipt of funds to the Contractor’s account.
2.5 In case of delay in payment for the Contractor’s services, the Customer shall pay a penalty in the amount of 1% of the total amount of the overdue payment for each day of delay.
2.6 In the event that after the expiry of five banking days from the date of the invoice, payment has not been made, the Contractor has the right to suspend the execution of works until the full repayment of the amounts due for payment.
2.7 The Contractor has the right to change the monthly cost of the work unilaterally, but not earlier than 3 months after the signing of this Agreement. When changing the cost of work, the Contractor notifies the Customer about this by e-mail or by other available means, no later than 7 days before the changes take effect. In this case, the customer has the right to terminate this Agreement. The contractor is not entitled to change the cost of the work paid by the User, until their full execution. The service is considered paid from the moment money is received on the Contractor’s bank account.
2.8 Upon termination of this Agreement by the Customer, payments made will not be returned.
2.9 If it is necessary for the Contractor to perform additional works that are not provided for in the terms of reference, the Customer accepts payments for the performance of these works according to the issued additional invoices.

3 RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 The Contractor shall:
3.1.1 Perform work with proper quality and in accordance with Appendix No. 1, which is an integral part of this Agreement.
3.1.2 Perform work in full on time.
3.1.3 Immediately inform the Customer and until receiving instructions from him to suspend work when it detects: - the unsuitability or poor quality of the information or technical documentation provided; - possible adverse consequences for the Customer to fulfill his instructions on how to perform the task; - other circumstances beyond the control of the Contractor that may affect the quality of work or the impossibility of its completion on time.
3.1.4 Proceed with the execution of works in accordance with Appendix No. 1 no later than two working days from the date of receipt of funds to the account of the Contractor.

3.2 The Contractor has the right to:
3.2.1 Not to start work, and to start the work begun in cases when the violation of the Customer’s obligations under this Agreement impedes the execution of this Agreement by the Contractor.
3.2.2 Refuse to perform this Agreement in cases where the Customer, despite timely and reasonable warning from the Contractor about the circumstances specified in clause 3.1.3. of this Agreement, within a reasonable time, will not replace unsuitable or poor quality materials and technical documentation, will not change the instructions on how to perform the work, or will not apply other measures to eliminate the specified circumstances.

3.3 The Customer undertakes to:
3.3.1 Timely pay for the work of the Contractor in accordance with the terms of section 2.
3.3.2 Timely accept from the Contractor the work performed by him and sign all the necessary documentation related to the implementation by the Parties of the terms of this Agreement, in particular, acts of acceptance of work.
3.3.3 Do not interfere with the work of the Contractor and prevent third parties from interfering.
3.3.4 No later than two working days from the moment of signing this Agreement provide the Contractor with all the necessary materials for the performance of work under this Agreement.
3.3.5 No later than two working days from the moment of signing this Agreement, provide the Contractor with the access password to the hosting where the Customer's website is located.

3.4 The customer has the right to:
3.4.1. To familiarize the Contractor with the progress of work at any stage of the provision of services.
3.4.2 At any time before signing the act on the work performed, to refuse to perform this Agreement, while the mutual settlements are carried out in accordance with section 2 of this Agreement.

3.5 Parties are required to:
3.5.1 In writing to inform the other Party about all changes in the name, incl. legal form, legal address and actual location, TIN, bank and other details of the Party. The notice period is within three working days from the moment of registration of the specified details.

4 ORDER OF PERFORMANCE AND ACCEPTANCE OF WORKS
4.1 The Contractor shall begin the performance of work under this Agreement no later than two business days from the date of receipt of the prepayment.
4.2 The duration of the work on the promotion of the site (the first stage of work) is set to from 0 (............) to 00 (... ... ...) weeks from the moment of signing this Agreement. Next begins the Stage of site support.
4.3 The Contractor informs the Customer about the completion of the First Stage of Works by email or phone (or other available means).
4.4 At the end of each month, the Contractor shall provide the Customer with a certificate of completion. The Customer no later than 5 (five) days from the date of receipt of the Act of Completed Works is obliged to sign them and return one copy of the signed Acceptance Act to the Contractor, or send the Contractor in written or electronic form reasonable objections to the signing of the Acceptance Act. Objections can not go beyond the obligations stipulated by the Agreement for the Contractor.
4.5 If the Contractor fails to receive from the Customer a signed Work Acceptance Act or an Act with a list of identified deficiencies within 5 (five) calendar days after the transfer of the Customer Acceptance Act signed by the Contractor to the Customer, the work is considered completed in full and proper quality.

5 RESPONSIBILITY OF THE PARTIES
5.1. For non-fulfillment or improper fulfillment of their obligations under this Agreement, the parties shall be liable in accordance with the current legislation of the Russian Federation.
5.2. In the course of fulfilling its obligations under this Agreement, one of the Parties received information on new technical knowledge and solutions, both protected and not protected by law, as well as information that may be recognized as a commercial secret of the other Party, then the Party receiving such information have the right to communicate it to third parties without the consent of the other Party. In the event of disclosure of this information, the guilty Party is responsible in accordance with the current legislation of the Russian Federation.
5.3 The Parties do not accept for consideration the claims of any third parties related to the execution of this Agreement.
5.4. Responsibilities of the Parties, not provided for in this Agreement, are applied in accordance with the norms of civil legislation in force in Russia.
5.5 The Contractor shall not be liable to the Customer for delays and interruptions in work occurring directly or indirectly for a reason that is outside the scope of reasonable control by the Contractor.

6 FORCE MAJEURE CIRCUMSTANCES
6.1 The Parties are exempt from liability for partial or complete non-fulfillment of obligations under this Agreement, if this failure was the result of force majeure circumstances, such as natural disasters or military actions, provided that they directly affect the fulfillment of obligations under this Agreement, the adoption of acts by state bodies impeding the fulfillment of the terms of this Agreement. In this case, the fulfillment of obligations under this Agreement is postponed for the duration of the circumstances of force majeure and their consequences.
6.2 In the event of the above circumstances, each of the Parties must notify the other Party in writing within 5 days from the onset of these circumstances.
6.3 If any of the listed circumstances lasts within the period specified in this Agreement, then this period is extended accordingly for the time specified circumstances.

7 ADDITIONAL CONDITIONS
7.1 This Agreement replaces all the verbal and written agreements of the Parties available at the time of signing that relate to the subject matter of this Agreement.
7.2 Neither of the parties has the right to transfer its rights and obligations under this Agreement to third parties without the written permission of the opposite party.
7.3 All changes and additions to this Agreement are valid only if signed by both parties.
7.4 This Agreement is made in two identical copies of equal legal force.
7.5 The Contractor shall have the right to involve third parties into the execution of the Contract for the performance of works without the consent of the Customer.
7.6 Issues not regulated by this Agreement are governed by the current legislation of the Russian Federation.
7.7 All Appendices, additions and changes to this Agreement are valid if they are made in writing and signed by both Parties.

8 TERM OF CONTRACT
8.1 The Agreement shall enter into force upon signature by the Parties.
8.2 This Agreement enters into force upon signature and is valid until
December 31, 2008 If none of the parties no later than 30 (thirty) days before the expiration of the term of this Agreement declares cancellation in writing, the agreement is extended for the next year.
8.3 The Contract is made in two copies, one of which is with the Customer, the other
at the Contractor.

9 SETTLEMENT OF DISPUTES
9.1 In the event any dispute arises between the Parties regarding the interpretation, action or performance of this contract, the Parties will take all reasonable steps to resolve such a dispute through negotiation.
9.2 A dispute over which the Parties have not reached an agreement shall be settled in the Arbitration Court of _______________ in accordance with the current legislation of the Russian Federation.

10 ADDRESSES AND DETAILS OF THE PARTIES
...

Appendix No. 1 to Contract No. _____ dated _______________ 2008

TECHNICAL TASK
Purpose of the work: Increasing the popularity of the site of the Customer ______________ in the search engines of the Internet Yandex.ru, Rambler.ru and Google.ru.

The Customer assigns, and the Contractor undertakes to perform a series of work on changing the Customer’s website and elements of the external environment of the website to increase the number of visitors from search results of search engines for predetermined requests.
1. Develop an algorithm for promoting the resource of the Customer using the keywords (phrases) specified in Table 1.
2. To carry out a complex of works aimed at increasing the popularity of the Customer’s site in Internet search engines:
2.1.1 Analysis of optimization problems existing on the Customer’s site and their elimination.
2.1.2 Analysis of the competitive environment in this area.
2.1.3 Recommendations for changing the texts posted on the site.
2.1.4 Optimization of the page code.
2.1.5 Compiling textual descriptions for directories, compiling links to be placed on third-party Internet resources.
2.1.6 Registration of the Customer’s site in catalogs.
2.1.7 Placing links to the customer's resource on other Internet sites.

Table number 1
â„– p / p Keywords (phrases)
one.
2
3
four.
five.
6 ...

Comments to some items:
1.1. Previously, we took a single amount for website promotion, regardless of the timing of the indicative output to the top. Further for support - a monthly subscription fee. Later, I refused such an option, going to a fixed amount per month. As practice has shown, it is more convenient for both the optimizer and the client (less one-time payments). But the division into stages remained.

2.2. We practice 100% prepayment per month. Usually it does not bother anyone.

2.3. “The contractor has the right to change the monthly cost of work unilaterally, but not earlier than 3 months from the date of signing this Agreement” - the cost of services may change due to objective reasons (the algorithm has changed, competitors have become more active, etc.). 3 months is an insurance period for a client; after this period in most projects, the results of the work are clearly visible. If you change the cost in a month - the client will express bewilderment - and there is no result yet, and the price has already increased.
Some companies in contracts make a clause to change the search engine algorithm, and therefore have the right to revise the terms of the contract. From a legal point of view, this is incorrect, since it is almost impossible to prove that the algorithm has changed. Previously, Yandex did not inform at all about this event. Now a Yandex representative usually reports this on the forum forum.searchengines.ru or on the social network wow.ya.ru. Well, not to the forum to refer to in court, in fact.

3.3.3. "Do not interfere with the work of the Contractor and prevent third parties from interfering." Obligatory item, although it is not enough, in my opinion, is painted in this contract. Customers sometimes have an unexpected desire to change the text of the main page with keywords or change the structure / addressing of the site pages without notifying the optimizer.
Another case of intervention (we already had such a case) is a virus on the part of the client. He slips his code instead of a page, which then adversely affects his progress. Removed - it appears again. Or if the client has an unstable, constantly falling server, it is also not conducive to productive work. Do you regulate such situations in your contracts?

The contract is undoubtedly not customer-oriented. It is focused on the studio. Nevertheless, he is quite satisfied with the majority of clients. He signed more than once, and went through the check of lawyers of fairly large companies.

Source: https://habr.com/ru/post/24355/


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