SEARCH ENGINE MARKETING SERVICE AGREEMENt

1. DETAILS OF THE PARTIES ENTERING INTO THE CONTRACT

This agreement is hereby entered into between Alizée Baudez, hereinafter referred to as “Service Provider” or "consultant", and Yourself hereinafter referred to as “Client”.

2. REPRESENTATIONS AND WARRANTIES

The digital marketing consultant agrees to provide the Client with search engine optimization services, analytics reporting services and digital marketing strategy services.

3. WORKSITE AND BUSINESS TRIPS

The Service Provider will work remotely from the place of her choice, taking into consideration the confidentiality of her work. The Service Provider can travel to the Client’s worksite on-demand and occasionally.

4. DEFINITIONS

A glossary of key industry terms is provided for added clarity. The objective is to offer a plain English understanding of digital marketing practices referred to in this agreement. It should be noted that the definitions provided are not to be considered as to be-all and end-all when it comes to digital marketing terminology. For the purposes of this agreement:

Deliverable – used to describe a tangible or intangible object produced with the intent to be delivered to a customer. It can be a report, document, presentation or guide.
SEM – Search engine marketing means promoting websites by increasing their visibility in search engine results (paid and organic). Oftentimes, in Canada SEM refers to paid search engine ads exclusively (such as Google Ads).
Analytics – Web analytics is the measurement, collection, analysis and reporting of web data for purposes of understanding and optimizing web usage. We will be referring to any work analyzing data, setting up or using Google Analytics as web analytics or digital analytics.
SEO – Search engine optimization (SEO) is defined in Wikipedia as: “the process of affecting the online visibility of a website or a web page in a web search engine’s unpaid results—often referred to as “natural”, “organic”, or “earned” results.”
Social Media Optimization – refers to the practice of optimizing content for search engines used by various social media platforms to gain more traffic.
SXO – the use of various techniques to optimize the experience for the user, from search through conversion.
Search Engines – search engines catalogue and organize the web. Some popular search engines are Google, Baidu (China), Yandex (Russia) and Duckduckgo.
Client’s Competitor – the SEO consultant will require competitors to provide additional insights. What is understood by competitors is a website competing in the same niche or industry and targeting the same keywords and type of audience or clientele.
Keyword – Keyword or keyword phrase is a search term(s) which is used to construct a query (question) typed in search engines.
Keyword Research – an activity where an SEO specialist defines and analyzes the search intents, search terms and semantic field to help provide insights as to what type of content should be used or produced to gain online visibility.
Keyword stuffing – a black hat SEO technique that involves over-optimizing content for certain keywords in order to gain visibility in search engine results pages. This practice is penalized by many search engines.
SERP – Search Engine Results Pages (SERP) is defined in Wikipedia as: “the pages displayed by search engines in response to a query by a user. The main component of the SERP is the listing of results that are returned by the search engine in response to a keyword query.”
Keyword cannibalization – Several web pages showing up for the same keyword(s) or any page showing up on a query when another, more important and more adequate page should be showing up instead.
URL Canonicalization – It is the process of specifying the best URL when there are several options that point to the same content. This is a technique used to overcome duplicate content issues in SEO.
Link Building – It is a Search Engine optimization technique which is used to get backlinks from websites to your website. Trust Flow and Citation Flow are common metrics we will refer to for link building deliverables.
Website Usability – refers to how easy a website is to navigate for users (humans and bots alike).
Website Accessibility – according to the W3C, it can be defined as “Accessibility is essential for developers and organizations that want to create high-quality websites and web tools, and not exclude people from using their products and services.” Many accessibility guidelines also apply to search engine bots to navigate websites.
User Engagement – an assessment of a visitor’s response to a website. It is often analyzed through tracked user interactions on the website.
Conversions – Also known as goals. Conversions are seen as essential elements that help define a business’ success. Types of conversions often used in digital marketing are orders, leads, downloads, page views, sign-ups, traffic etc.
Conversion Rate – It is the percentage of visits which result in goal conversions.
KPI – KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives.
On-page – Visible, invisible or hidden content on a website, usually editable from the CMS of the website.
Off-page – External elements relating to a website, that can have an influence on SEO performance. It can include backlinks, net linking, directory referencing, Google My Business profiles, etc.
Confidential Information – It includes but is not limited to, any and all estimates, costs, services, documents, recommendations, reports, emails, phone or video conference (Skype, Google Hangouts, Zoom, etc.) consultation for the purpose of reporting, recommending or educating the Client by Alizée Baudez for carrying out search engine optimization services.

5. DELIVERABLES

Alizée Baudez offers the following deliverables:

Training – Training sessions are provided by the consultant. They include time spent on-premise to teach the material or video conferencing for certain resources that cannot physically attend the training session. At the end of the training, a deck of slides is made available online with the explicit understanding (communicated before the training session begins) that the teaching materials remain the sole property of Alizée Baudez and must not be distributed or shared with any person or entity that has not attended the training.

Website Best Practice Audit – It provides (but it not limited to):
Review of issues related to website usability, website credibility, websites accessibility, user engagement, legal issues and suggestions regarding how to fix them.
Recommendations to address issues or tackle quick wins related to SEO or Paid Ad Campaign performance
Recommendations regarding content optimization and production.
Analysis of the client’s data in Google Analytics along with analysis of the competition’s websites.
A website audit can be purchased as a separate service by the Client It is understood that any recommendations made in the audit are not within the scope of the deliverable. The SEO consultant is not responsible for carrying out the implementation of the audit as part of the deliverable.
Keyword Research and Content Strategy – keywords are essential if you want to develop a successful search engine marketing strategy. You should identify high-performing keywords. Content strategies rely on highly relevant keywords, which are keywords that relate closely to your business or are associated with your industry. Keyword research can be done for SEO and Google Ads.
Keyword research can be done at various depth levels. Keywords can be a niche or broad and cover a portion of a website or the entire subset of pages and content niches.
Subject Matter Expertise – acting as a consultant or a subject matter expert to bring knowledge and clear insights into a project is a service. It can be billed hourly or daily.
Quality Assurance – quality assurance is meant to provide relevant feedback to improve the quality of a website or a page before its launch or relaunch.
On-page Optimization – may include the modification of meta tags, content, code and other on-page elements that can influence a website’s organic and paid visibility.
Off-page Optimization– will include an audit and a strategy to help gain more links to help improve your organic visibility and any of the ad and budget optimization for paid ad campaigns.
Search Experience Optimization – will include search intent analysis, key UX recommendations tied to search engine optimization and keyword clustering to guide your content efforts.
Social Media Optimization – will include any advice on social media optimization and how your website can be optimized for social discovery.
Analytics Implementation & Reporting – audits, implementation guides for Google Analytics and any type of reporting on marketing activities are considered deliverables.

This list of deliverables offered by the consultant is not exhaustive. It is provided as an indication of the types of services offered by the consultant.

6. PROPOSALS AND SCOPE OF WORK

All proposals are based on project estimates and may be subject to change if additional work is required.

Rush fee / Urgency fee - If any services are requested with a shorter turnaround than stated in the initial proposal, a rush fee starting at 30% of the total amount may be added to the total cost.

Scope - Changes requested beyond the original scope of the project will be charged at an hourly rate.

Any extra hour of work started is due in full.

The Service Provider will communicate with you prior to incurring rush / urgency or scope related charges.

7. PAYMENT TERMS

Invoices are provided monthly on or around the date you start your campaign and all invoices must be cleared within 10 days. All recurring monthly services will be billed on a monthly basis.

The base currency used by the Service Provider is the Euro. All payments are to be made in euros (€) unless specified otherwise. If the Client decides to end the project for lack of funds, change in focus or for any other reason other than which violates any term of this agreement, then the Client is required to pay for all the work done by the Service Provider up to the time the Client notifies Alizée Baudez not to continue with the project at the agreed-upon hourly rate.

Payment should be made by bank transfer on the bank account specified on the invoice. There will be no discount for payment ahead of time.

Any late payment will lead to a penalty equal to the legal interest rate applied by the European Central Bank increased by 10 points, added to a standard payment rate of 40 euros per invoice. The late payment fees are due without a reminder.

8. ASSIGNMENT OF SPECIFIC RIGHTS

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

Provide an administrator (full rights) access to Google Analytics or full access to existing website traffic statistics for analysis and tracking purposes on any other platform (such as Mixpanel, Hot Jar, etc.).
Provide a Google Search Console access at the email address specified by the Service Provider.
Provide access to the backend of the website for the purpose of on-page optimization.
Permission to communicate directly with any third parties such as UX specialist, web designer, or marketing agency if necessary.

9. DISCLAIMER

The Client acknowledges the following with respect to digital marketing services from the Service Provider:

The Service Provider has no control over the policies and ranking algorithms of search engines (such as Google, Bing, Baidu, Yandex, etc.) with respect to the websites or contents they work on now or in the future. Positions, visibility, indexation or penalties are at the discretion of each search engine or directory. As such, the consultant, Alizée Baudez, does not guarantee ranking or specific positions in search engine results pages.
The Service Provider assumes no liability for ranking, traffic, indexing issues related to penalties. The Client understands that ranking new website is much more difficult than ranking old and established sites.
A website search engine ranking can fluctuate any day, any time because of ongoing changes in the ranking algorithm, SEO efforts made by the competitors or both. Ranking fluctuations are also not covered by the contract as these changes are caused by ranking algorithms.
The Service Provider does not guarantee results and if her work is not implemented or implemented properly, additional fees to rectify the situation may be incurred. These additional costs shall be estimated and agreed upon as a separate contract. SEO work is considered to be modified or destroyed if changes are made to the website without consulting the SEO specialist. Here is a non-exhaustive list of changes considered to modify or negatively impact Search Engine Optimization on a website:
1. Making changes to files or folders or renaming URLs of existing web documents.
2. Switching to HTTPS.
3. Using subdomains or affecting the URL structure in any way.
4. Changing HTML tags or the head section of a page.
5. Deleting a link, folder, file, page or any media asset on the website.
6. Changing, removing or deleting content on a web page or document.
7. Removing analytics code from the web page which is used to track website traffic or the code to validate Google Search Console.
8. Any changes to the robots.txt, Apache, NGNIX or IIS files pertaining to certain server configurations (specifical things like .htaccess), sitemap.xml, rss.xml etc
9. Changes in the site architecture.
10. Uploading a new website to the domain or adding any new functionality or feature to the website.
11. Duplicating content either on the website or releasing it online through other websites.
The Service Provider makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if:
1. The Client uses any assets such as content (text, graphics, photos, designs, etc) that may represent a liability because they are not rightfully used or not owned by the Client
2. The Client fails to resolve queries in the time frame specified or the timeline agreed upon at the beginning of the project.
3. The Client creates delays by not providing required access, documents, permissions or any support required for digital marketing activities.
4. The Client does not handle billing in Google Ads or any other ad platform (some type of payment mode must be validated before any ads run).
5. The Client fails to make necessary changes to the website as and when advised by the Service Provider for carrying out the Search Engine Optimization services, advertising campaigns or Google Analytics modifications.
6. There is a server outage for a prolonged time on the client’s site or any type of security issue that results in the website being hacked.

10. CLIENT’S RESPONSIBILITIES

The Client recognises the following concerning their responsibilities:

The Client is responsible for the content of their website. In any case, the Client is responsible for the moral, respect of the laws and regulations, specifically related to the protection of under-aged populations, and the respect of human beings as well as the protection and respect of personal data and rights in terms of intellectual property.
The Client will provide the Service Provider all the necessary information to ensure the good execution of the services.
The Client undertakes vis-à-vis the service provider to have all the operating rights necessary for the fulfilment of the services covered by this contract. The Service Provider only assigns the exploitation rights of the creation limited under the terms of this document. The Service Provider remains the owner of all creations until the service is fully settled. Any use outside the framework initially provided for in this quote is prohibited; unless express written authorization from the service provider.
The Client agrees to collaborate with the Provider by making available any document or information that may be requested by the Provider and letting him carry out all the research that will be necessary on the site.
The Client undertakes to inform the Service Provider of any modification concerning his situation (in particular, change of address, electronic or other, modification of his equipment...) and at the latest within eight days of the modification.
In the event of non-compliance with any of the aforementioned obligations, the Service Provider may terminate the contract, subject to one month's notice. If the Service Provider terminates the contract under these conditions, the Client may not claim reimbursement by the Service Provider of the sums already paid, and the Service Provider will not be liable for any compensation in respect of the Client. On the other hand, if the non-compliance with the obligations of the Client led to damage for the Provider, the Provider reserves the right to sue the Client to obtain full compensation for this damage and in particular the reimbursement of damages, penalties, costs, fees incurred by the Service Provider.

11. ADVERTISING AND PROMOTION

The Service Provider may, during events, in conferences and publications specialized in the professional markets, on its website or otherwise, avail itself of the services provided to the Customer as well as on its commercial documents and / or brochures.

12. MODIFICATION OF THE CONTRACT

Any modification of the services will be the subject of an additional clause signed under the same conditions as the initial service.

13. END OF CONTRACT OR CANCELLATION

This contract can be ended by mutual agreement, ended because it has come to terms or cancelled for breach of contract. Contracts can be cancelled if work has not begun or if unforeseen, drastic situations render the Service Provider or the Client unable to carry out the planned activities, deliverables or other services detailed in the contract.

14. GOVERNING LAW AND JURISDICTION

The Service Provider works from France so French law will be the point of reference.

This contract is all-inclusive, however, if there is a verbal or written agreement that exists between the two parties stated in this agreement, they will be reviewed separately. By agreeing to any estimate or contract with me, you agree that you fully understand this contract, you are legally competent and authorized to enter into the contract.

Last updated: 14/08/2022