This page (together with any documents referred to in it) tells you information about us (“The Service Provider”) and the legal terms and conditions on which we supply any search engine optimisation services (“SEO Services”) to you, either as a standalone service or as part of an all-inclusive online marketing package.
Please read these terms and conditions carefully and make sure that you understand them, before ordering or agreeing to any SEO Services from us (whether this is as a standalone service or part of an all-inclusive online marketing package).
Please note that by ordering or agreeing to any of our SEO Services, you agree to be bound by these terms and conditions and the other documents expressly referred to in it.
If you refuse to accept these terms and conditions, you will not be able to order any SEO Services from us.
You should print a copy of these terms and conditions for future reference.
We amend these terms and conditions from time to time. Every time you wish to order SEO Services, please check these terms and conditions to ensure you understand the terms that will apply at that time.
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means the person, company, firm or body engaging the Service Provider (“the Service Provider”) to perform search engine optimisation services (“SEO Services”) on the Client’s World Wide Web site (the “Website”).
“Confidential Information” means, in relation to either Party, information that is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
“Designated Search Engine” means a search engine on which the Service Provider shall perform the SEO Services as chosen by the Client.
“Fee” means the consideration payable to the Service Provider for the SEO Services.
“Intellectual Property Rights” means
(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a)
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist, and
(d) the right to sue for past infringements of any of the foregoing rights.
“Order Details” means the specific details of what the SEO Services will include that constitute the order, agreed orally or in writing via email between both parties.
“SEO Services” means the search engine optimisation services to be provided by the Service Provider under the Order Details.
“Quotations” means a formal statement or document submitted to the potential client detailing the price to supply the services or goods specified.
“Required Information” means the information (and materials) which the Client must supply to the Service Provider to enable the Service Provider to carry out the SEO Services.
“The Service Provider” means Improve Position Ltd who is a company registered in England and Wales, company number 11815761, who has a registered office of 4 Sudley Road, Bognor Regis, West Sussex, PO21 1EU (“the Service Provider”) and who provides search engine optimisation services (“SEO Services”) for sites on the World Wide Web.
“Website” means the Client’s World Wide Web site to be developed by the Service Provider pursuant to this Agreement.
“World Wide Web” means a global computer network of servers and files containing text and graphics accessible through use of hypertext transfer protocol.
2.1 These Terms and Conditions are to be read in conjunction with and form part of the Order Details. The Client acknowledges and agrees that by agreeing to the Order Details, it accepts these Terms and Conditions.
2.2 Quotations submitted by the Service Provider shall remain active for acceptance by the Client for a period of 30 days from the date of the quotation unless it is withdrawn by the Service Provider.
2.3 A contract will only become binding upon acceptance of the order by an agreement which can be in writing or verbally or via any other means.
3. Engagement Of The Service Provider
3.1 The Client hereby engages the Service Provider to provide the SEO Services and confirms that these Terms and Conditions are to be read in conjunction with the Order Details, which the Client acknowledges safe receipt of.
3.2 The Client shall provide the Required Information to the Service Provider by the agreed start date of the SEO Services. In the event that the Client fails to deliver the Required Information by this date, they understand and accept that this may cause a delay to the start and overall performance of the SEO Services.
3.3 If the SEO Services are being offered as part of an all-inclusive online marketing package, they shall continue for a minimum contract term of 6 months, or as otherwise agreed by both parties. If the SEO Services are being offered as a standalone service, then the agreement length will be as set out in the Order Details. Both are subject to the provisions set out below.
3.4 The Service Provider shall be responsible for the quality of the SEO Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the SEO Services shall also do so competently and with reasonable care.
4. Nature Of Engagement
4.1 The Service Provider shall at all times be responsible for organising how and in what order the SEO Services are performed and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the SEO Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
4.2 The engagement under this Agreement is mutually non-exclusive and the Service Provider shall be entitled, at its own expense, to subcontract the performance of the SEO Services.
4.3 The engagement and appointment of the Service Provider under this Agreement does not create any mutual obligations on the part of the Client or the Service Provider to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
5. The SEO Services
5.1 The Service Provider agrees to provide the Client with a range of online marketing and reporting services (hereinafter referred to as “SEO Services”). The Service Provider is authorised to increase the number of unique visits and improve the visitor behaviour on the Clients website, with an aim to increase online brand awareness and/or enquiries through the website. Where possible, the Service Provider will also aim to increase rankings and/or position of the content of the client's website in search engines and/or online directories that are used by the general public.
5.2 If the SEO Services are being provided as part of an all-inclusive package, the Client agrees to pay the Service Provider the agreed fee as set out in the Order Details for the minimum duration period. This Fee must be received at the beginning of each month prior to any services provided and should be made by standing order. Any delay in payment could cause a delay in the level of service provided by the Service Provider. For standalone work, payment of all Fees due under this Agreement shall be made within 7 days of receipt by the Client of the Service Provider’s invoice for the same, unless specified otherwise on the invoice. Any terms and conditions stated on the invoice also form part of this Agreement.
5.3 If the SEO Services are being provided as part of an all-inclusive package, they intend to provide the client with increased traffic and/or preferential positioning in selected search engines, along with report results on an ongoing and timely basis. This will typically include the following each month, but may not be limited to:
- Monitoring the performance of the Client's website in Google Analytics, Google Search Console and Bing Webmaster Tools, submitting sitemap.xml files and fixing any issues that may arise in regards to crawling, indexing, etc.
- Monitoring the Client's brand in Google MyBusiness and Bing Places, ensuring that the Client's business details are kept correct and up-to-date as well as dealing with any reviews and updates.
- Using specialist software to conduct online market research and keyword research to find the most profitable search phrases to target as part of the campaign.
- To carry out regular improvements to the Client's website that will help assist with rankings in search engines. This will include regular technical audits and fixes, improving keyword density within the code of the Client's website, improving load speed of the Client's website, etc.
- To manage and build citations for the Client's brand by creating listings in various national, local and niche-specific directories to assist with Local SEO.
- Regular monitoring of the Client's websites backlink profile, dealing with any harmful links (for removal or disavow) and building new links, where required.
- To write regular blog articles on behalf of the Client that will be published on the Client's website, as well as promote these articles on any third-party websites that the Service Provider deems appropriate.
- Regular social sharing of blog articles, site pages and/or special offers/promotions on social media profiles belonging to the Client, to encourage click-through traffic to the Client's website. This will mainly include, but may not be limited to, Twitter and Facebook. The Service Provider reserves the right to choose how often these posts occur, which will depend on the amount of content available, and may increase or decrease these numbers as they feel appropriate, or add/remove any social networking sites that are deemed necessary.
- To perform outreach services on behalf of the Client in an attempt to obtain contextual backlinks from other authoritative websites, to help increase the websites overall domain authority.
- To monitor mentions of the Client's brand throughout the entire web, using specialist software, and reporting or dealing with any negative or positive mentions, as appropriate.
- Ongoing support via phone and email, within the Service Provider's normal working business hours, are included in the price of the SEO Service. However, where the Client requires a high-level of support time, the Service Provider reserves the right to offset any time spent against the SEO Services. It is at the discretion of the Service Provider as to what constitutes as a high-level of support. As the offer of the SEO Services is via remote working only, in order to keep the SEO Services affordable, the Service Provider does not offer face-to-face meetings unless if otherwise agreed.
- Progress reports on a monthly basis. The Service Provider reserves the right to modify, add or remove any report features, as new statistics become available.
The extent of this list will depend on what has been offered in the Order Details, which may supersede this list.
5.4 For the purposes of providing these SEO Services, the Client agrees to provide:
- The Client agrees and authorises the Service Provider FTP and/or Administrator access to the website for uploading on-page changes for the purpose of optimisation work or approval to go through a 3rd party.
- The Client will provide the Service Provider with access to any other accounts needed to carry out the work. This may include, but not be limited to, Google Analytics, Google Search Console, Google MyBusiness and any social media profiles belonging to the Client.
- The Client authorises the Service Provider use of all logos, trademarks, website images, etc, for use in creating informational content and any other uses as deemed necessary by the Service Provider for online marketing, optimisation or search engine positioning.
5.5 The Client acknowledges the following with respect to services:
- The Service Provider 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 at any time at the sole discretion of the search engine or directory. The Service Provider will resubmit those pages that have been dropped from the index and attend to any issues, as and when required, on behalf of the Client.
- Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, the Service Provider can never guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. It is solely at the discretion of the search engines themselves to list the Client’s website.
5.6 The Service Provider is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
5.7 Additional services not listed either in this agreement or in the Order Details will be charged at our standard rate of £80.00 per hour (unless if a reduced rate has been agreed in advance). The Service Provider reserves the right to change this hourly rate at any time.
5.8 The Service Provider is not responsible for the Client overwriting SEO Services work on the Client’s website or through any 3rd party website. For example, the Client’s webmaster or administrator making changes and uploading over work already provided.
5.9 If the SEO Services are being provided as part of an all-inclusive package, and the Client wishes to terminate the agreement, they must do so in writing by giving 30 days notice. If this is within the agreed minimum term, then the Service Provider reserves the right to charge a fee to cover those months remaining where the SEO Services are no longer being provided. The Service Provider reserves the right to cancel the service at any time. In this event, the Client will be reimbursed for any months paid upfront where the services have not yet been carried out.
6. Intellectual Property
6.1 The Service Provider shall use material provided by the Client in addition to its own material in performing the SEO Services.
6.2 The Intellectual Property Rights subsisting in material provided by the Client shall continue to vest in the Client unless the Client expressly indicates otherwise.
6.3 The Intellectual Property Rights subsisting in material provided by the Service Provider shall be assigned to the Client upon receipt by the Service Provider of all relevant sums due in consideration of the SEO Services. Upon such assignment, the Service Provider shall be deemed to have waived all moral rights in respect of such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988. Following such assignment, the Client shall be free to use such materials including, but not limited to, the keywords included in the SEO Service or for any other purposes.
6.4 The Service Provider further warrants that any and all Intellectual Property Rights subsisting in any and all materials created for or on behalf of the Service Provider by third party consultants, contractors, sub-contractors or similar, shall be assigned to the Service Provider by such third parties and will, where relevant, be subject to the requirements of sub-Clause 6.3.
6.5 Nothing in this Agreement shall vest any rights in the Website in the Service Provider and sub-Clause 6.3 shall affect the assignment of any Intellectual Property Rights which may arise to the benefit of the Service Provider in the Website to the Client.
7. Service Provider’s Warranties And Indemnity
7.1 The Service Provider represents, warrants, undertakes, and agrees with the Client as follows:
7.1.1 the work produced in the course of the SEO Services shall be original to the Service Provider and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
7.1.2 the work produced in the course of the SEO Services shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;
7.1.3 the Service Provider shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the SEO Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with the Service Provider’s performance of its obligations under this Agreement;
7.2 The total liability of the Service Provider under this Agreement shall be limited to a sum equivalent to the total sum paid to it for its services under this contract.
8. Client’s Warranties And Indemnity
8.1 The Client represents, warrants, undertakes, and agrees with the Service Provider as follows:
8.1.1 the Website and the Required Information shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
8.1.2 the Website and the Required Information shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website or the Required Information will constitute a contempt of court;
8.1.3 the Client shall not enter into any agreement or arrangement which might conflict with the Service Provider’s rights under this Agreement or might interfere with the Service Provider’s performance of its obligations under this Agreement;
8.1.4 the Client hereby undertakes to indemnify the Service Provider and keep the Service Provider at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Service Provider on a solicitor and own client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.
8.1.5 The Client hereby undertakes to indemnify the Service Provider and keep the Service Provider at all times fully indemnified from any losses (financial or otherwise) that may occur as a result of actions outside the control of the Service Provider, as outlined in sub-Clause 5.5.
9.1 Both Parties undertake that, unless authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and for two years after its termination:
9.1.1 keep confidential all Confidential Information;
9.1.2 not disclose any Confidential Information to any other party;
9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.
9.2 Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:
9.2.1 any of their sub-contractors, substitutes, or suppliers;
9.2.2 any governmental or other authority or regulatory body; or
9.2.3 any of their employees or officers or those of any party described in sub-Clauses 9.2.1 or 9.2.2;
9.3 Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
9.5 When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
9.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
10.1 The Parties agree that in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
11. Alternative Dispute Resolution
11.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
11.2 The Parties hereby agree that the decision of the Arbitrator shall be final and binding on both Parties.
12. Law And Jurisdiction
12.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
12.2 Subject to the provisions of Clause 11, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.