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MRS WEB SOLUTIONS (TRADING AS MRS DIGITAL) SEARCH ENGINE OPTIMISATION (SEO) SERVICE AGREEMENT

1.  Details of the parties entering into the contract 

This agreement is hereby entered into between MRS Web Solutions trading as MRS Digital (hereinafter referred to as “MRS Digital”, “we”, “us”, 

“our”) and Yourself hereinafter referred to as “Client”, “you”). 

 2. Representations and Warranties 

MRS Digital agrees to provide the Client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”) as described in our website. We are authorised to use the necessary techniques and content for developing and improving the natural visibility of the Client’s website(s), in the search engines (Google and Bing). 

 3. Definitions 

To bring clarity into this contract, 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 minimises 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: 

“Content” – It is a term used to describe consumable media and information online. Content is often written word, but can cover video, images or other forms of online experience.  

“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 Client (either internal or external). A deliverable could be a report, a document 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 website from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results. 

“Search Engines” – It is a computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, bing and Yahoo. 

“Optimisation” – It is a term used for the process of improving SEO performance. 

“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. 

“URL” – It is the address of the web page on the Internet. 

“Conversions” – Also known as goals. They can be orders, leads, downloads, page views, sign ups, traffic etc. 

“KPI” – KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives. 

“Confidential Information” – It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/video consultation for the purpose of reporting, recommending or educating the Client by MRS Digital for carrying out search engine optimisation services. 

4. Deliverables 

MRS Digital is committed to provide following deliverables. These elements represent the work that typically comprises our SEO service. Our SEO service may extend beyond these elements where we deem necessary to Client’s SEO progress: 

  • Keyword Strategy – Research and consolidation of the keywords that will be used to target Client’s website. Keywords are selected based on their potential to best meet Client’s objectives in context of the wider competitive environment. 
  • Content Optimisation – Making changes to existing content on Client’s website to better target it relevant keywords. This may include minor text changes or extensive edits to web pages. 
  • Content Strategy – Research and formulation of a plan of written content that will further Client’s SEO progress. This may be delivered wholly or in part by either Client or MRS Digital. 
  • Content Writing – The production of new written content on behalf of Client to further SEO progress. 
  • Technical SEO – Review of Client’s website to identify technical elements that may impact SEO performance. This may include but is not limited to reviewing HTML code, website security, hyperlinks, error codes, website sitemap, Google crawl or indexing errors, site speed and structured data. MRS Digital may directly correct issues identified or consult with the Client. 
  • Off-site SEO – This term refers to a collection of techniques used to encourage other websites to hyperlink to the Client’s website (often referred to ‘Link Acquisition’ or ‘Link Building’) or refer to Client. This typically includes prospecting opportunities to feature guest articles in online publications as well as digital PR activity. 
  • SEO Reporting – Provision of regular reports that compile online metrics to act as measures of, or given context to, SEO activity. 

5. Payment Terms 

Invoices are provided monthly on or around the date you start your campaign. All SEO campaigns are for a minimum of 12 months unless outlined in a separate offer. 

Client agrees to pay the fee for monthly SEO services and confirms this via a signed contract either physical or digitally. 

Without limiting any other right or remedy of MRS Digital, if the Client fails to make any payment due to MRS Digital under the Contract by the due date for payment (Due Date), MRS Digital reserves the right to charge 3% interest on any outstanding sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the parties agree that any such sum constitutes a qualifying debt pursuant to that Act. 

6. Assignment of Specific Rights 

For the purposes of receiving professional SEO services, Client agrees to provide the following: 

  • Give MRS Digital CMS, FTP and other back-end admin access to the website to make changes to the site for the purpose of SEO improvements. 
  • Permission to communicate directly with or access any third parties, e.g., your web designer, Google accounts etc. 
  • Full access to existing website traffic statistics for analysis and tracking purposes. 
  • Client authorises MRS Digital to the use of all Client’s logos, trademarks, web site images, content etc., for use in creating content and any other uses as deemed necessary by MRS Digital for search engine optimisation. 
  • Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages if requested.  

7. Non-Disclosure Agreement 

At any time during or subsequent to contract period, the Client agrees to keep in the strictest of confidence and trust all of the MRS Digital confidential information to which the Client has access. The Client will not use or disclose MRS Digital confidential information without the written consent of MRS Digital. The Client agrees not to attack/criticise MRS Digital or any of its employees, associate’s or partner’s publicly (on public forums, blogs, social networks etc) at any time during or subsequent to contract period. Similarly, the Client agrees not to seek for SEO advice on forums, blogs, community groups or any social media in a way which brings bad name to MRS Digital or any of its employee’s, associate’s or partners. In case of breach of non-disclosure agreement, Client agrees to pay MRS Digital a reasonable cost for damages.

8. Disclaimer 

Client acknowledges the following with respect to SEO services from MRS Digital: 

  • All fees are non-refundable. 
  • MRS Digital has no control over the policies and ranking algorithms of search engines (e.g. Google) with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. 
  • Due to the competitiveness of some keywords, on-going changes in search engine ranking algorithms, and other competitive factors, MRS Digital does not guarantee first place positions or consistent top 10 positions for any particular keyword, phrase, or search term. 
  • MRS Digital assumes no liability for ranking, traffic or indexing issues related to search engine penalties or damaging activity that took place prior to Client engaging SEO services with MRS Digital or unbeknownst to MRS Digital, e.g. unethical SEO practice, content duplication, server blacklisting etc. 
  • MRS Digital assumes no liability for ranking, traffic or website performance if contracted work is suspended or ceased. 
  • Client understands that ranking new websites is much more difficult than ranking old and established sites. Client expectations about rankings, traffic and revenues are expected to be reasonable. 
  • A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both. 
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party without the prior consultation of MRS Digital. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than MRS Digital or without first consulting MRS Digital: 
    • Changes in the names of file(s) or folder(s) or URL(s). 
    • Putting a file in a different folder or putting a folder in another folder or sub domain. 
    • Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication. 
    • Deleting a link, folder, file, web page, web document or sub domain. 
    • Modifying text on a web document or web page including but not limited to changing the wording or meaning of the text, deleting text or adding new text.  
    • Removing HTML code from the website which is used to track website traffic (e.g. Google Analytics). 
    • Linking out to any other website. 
    • Adding a file, folder, web document, widget or any additional functionality. 
    • Renaming URLs of existing web documents. 
    • Taking down the website or part of the website. 
    • Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc. 
    • Changes in the site architecture or menu structure. 
    • Making any changes on an optimised web page. 
    • Uploading a new website to the domain. 
    • Duplicating content either on the website or releasing it online through other websites. 
  • MRS Digital makes no guarantee/warranty of project timeline or added expenses if: 
    • Client fails to resolve MRS Digital queries on time. 
    • Client makes delays in providing required access, documents, permissions or any support for Search Engine Optimisation purpose. 
    • Client fails to make necessary changes to the website as and when advised by MRS Digital for carrying out the Search Engine Optimisation services. 
    • There is a server outage for prolonged time on Client’s site. 
  • MRS Digital is not responsible for the Client overwriting SEO work without first consulting MRS Digital.  
  • The Client understands that their SEO alone cannot be held responsible for their site’s success or failure. The Client understands that they need to work as partner with their SEO provider, give us the necessary time and commitment and follow advice/suggestions seriously and on time to make their marketing campaigns a success. 
  • The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to MRS Digital for inclusion on the website above are owned by the Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend MRS Digital and its subcontractors from any liability or suit arising from the use of such elements. 

9. Termination 

  1. The Services shall be supplied for the term (Initial Term) set out in the Contract and, after that, shall continue to be supplied and the contract term will renew from the end date unless the Contract is terminated by one of the parties giving the other at least two months’ notice. The earliest date at which notice can be given is two months prior of the Initial Term. 
  2. Without limiting its other rights or remedies, MRS Digital may terminate the Contract with immediate effect by giving written notice to the client if: 
    • if the Client fails to pay any amount due under the Contract on the due date for payment; 
    • the Client commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing of the breach; 
    • the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 
    • the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client; 
    • the Client (being an individual) is the subject of a bankruptcy petition or order; 
    • a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 
    • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company); 
    • a floating charge holder over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver; 
    • a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; 
    • the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or 
    • the Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 

10. Consequences of Termination 

  1. On termination of the Contract for any reason: 
    • the Client shall immediately pay to MRS Digital all of MRS Digital’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, MRS Digital shall submit an invoice, which shall be payable by the Client immediately on receipt; 
    • MRS Digital shall return to the Client all materials and all information and materials relating to the Campaign and any other Services which are reasonably necessary for the Client or its agents or suppliers to continue to provide similar services to those to be provided under the Contract, except that MRS Digital shall not be required to disclose any of confidential information relating to its business or systems, including any technical and commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature; 
    • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 
    • clauses which expressly or by implication have effect after termination shall continue in full force and effect. 
  2. MRS Digital use third party software (e.g. Unbounce) to create and host Landing Pages for the Client in connection with Services. On termination of the Contract Landing Pages remain the sole property of MRS Digital. MRS Digital will transfer ownership of Landing Pages to the Client at their cost if requested. Client must create necessary accounts with third party software to permit such transfer of ownership. 

11. Data Protection 

Any personal data processed by and on behalf of the MRS Digital in connection with the Services will be processed in accordance with MRS Digital’ Privacy Policy, a copy of which can be obtained from MRS Digital available on the MRS Digital website. 

This Service Agreement should be read in conjunction with MRS Digital’s general T&Cs. 

Late updated 1st September 2021