seo contract terms and conditions

From an SEO agency standpoint, when formulating your SEO contract terms and conditions, one of the critical factors to consider includes defining the scope of work. Clearly outlining the strategies and tactics you plan to employ, identifying the specific responsibilities of your agency, while setting achievable and realistic goals merges perfectly towards forging a long-term relationship with the client.

Additionally, consider detailing the ownership of work clause to ensure all the content, media, and other digital assets that you create remain the intellectual property of the client, providing a safety net while eliminating any potential future conflicts. Furthermore, it is crucial to mention recurring assessments and regular reporting in the contract to maintain transparency. Ensuring these are part of your SEO contract terms not only exhibits your agency’s professionalism and organization but also provides clarity and confidence for clients.

SEO contract terms & conditions are really an important part of your SEO project. It defines the scope of work, limitations, expectations & some rules. Below are the top important things to consider mentioning in your SEO contract terms & conditions.

In the realm of an SEO contract, it’s not solely about the service provider or consultant; the client’s role is equally important. 

Client’s Responsibilities 

The client’s responsibilities need clear delineation which can encompass everything from timely responses to necessary commitments aside from payments. It’s ideal to provide a detailed overview of the preferred and required methods of communication, plus the essential assets which the client must deliver for the successful execution of the SEO tasks. Few client’s responsibilites can be:

  • Giving access to all the accounts such as CMS, WordPress (if they have), Social Media channels, etc.
  • Timely Responses, set clear expectations with the timelines.
  • Providing you with all the business details which are necessary to perform SEO. This includes but not limited to “Top selling services/products”, “Local or global competitors”, “CPA for new clients”, etc.

Contract Duration 

The duration clause is yet another vital element of an SEO contract. This section needs to specify the length of the agreement clearly. Some service providers may lean towards fixed-term contracts while others may prefer a month-to-month paradigm. Predominantly, the contract should clearly state the expiration date, granting both parties an understanding of the project timeline. Also make sure to add what happens after the contract ends to the SEO contact terms and conditions. 

Payment Terms 

Payment terms stretch beyond the simple issue of fees. It’s also necessary to articulate any potential penalties for late payment. Additionally, providing information about how disputes will be handled and the steps to be taken in case of a contract default is a smart move. Here is the list of things to add to your SEO contract payment terms:

  • A clear description on how the client will be invoiced. This could be on project completion, after certain milestones, or at regular intervals such as monthly or quarterly.
  • Specify the type of currency accepted and any currency conversion costs, if the client is based overseas.
  • Outline the accepted payment methods, such as online transfers, checks, or credit cards, and any processing fees associated with each.
  • Description of the consequences if payment is not made, including the suspension or termination of services and potential legal actions.
  • Details on late payment fees or interest charges. Also, establish a grace period, if any, before late charges apply.
  • Provision of specific details around refund policies. If the SEO work has already commenced, clarify if (and how) can the client potentially reclaim the money?
  • State the conditions requiring any additional expenses such as subscription fees for certain SEO tools or outsourcing costs and how these will be handled.
  • Include provisions for instances where extra work or revisions are requested beyond the project scope, detailing how this will be billed.
  • A clause to explain what will happen if there are changes to the contract or work specifications. Are there costs associated with these changes?

Termination Clause 

An important safeguard lies in the termination clause, offering a clear roadmap for contract dissolution, whether it arises from business closure, mutual agreement, or instances of breach. Both parties should know beforehand what constitutes a breach and how such situations will be addressed. 

  • Inadequate Performance: The agreement may be terminated if SEO services do not meet the agreed-upon effectiveness or productivity standards.
  • Non-payment: Termination should be an option in the event that the client consistently has unpaid invoices or fails to meet their financial obligations.
  • Communication Breakdown: If active, constructive communication between both parties breaks down substantially, triggering termination can be appropriate.
  • Behavioral Misconduct: Bad faith interactions like harassment or fraudulent business activity are common causes for ending the contract.
  • Change of Business Circumstances: The contract may be terminated if the client undergoes a significant business alteration such as merger, acquisition, or bankruptcy.
  • Breach of Contract: If either party breaks one of the agreed-upon terms, this obviously is a compelling reason to end the contract.
  • Internal Changes: When the SEO provider has substantial alterations in internal structure or the inability to deliver services as agreed, a termination may be necessitated.


The warranties section is crucial for asserting accountability, acting as a formal promise that both parties will fulfill their respective roles. This section serves to protect both the client and service provider, ensuring ethical practices across the board while considering regional and country regulations. 

Legally sound and vocationally congruent SEO contracts are vital tools for the professional consultant and client alike. Incorporating these key aspects will go a long way in ensuring project success, reducing potential disputes, and fostering an atmosphere of transparency and mutual understanding.

Defining Deliverables in SEO Contracts

Defining deliverables in SEO contract terms and conditions is critical. When working with major clients, it is imperative for them to understand what they can expect and when. Many SEO agencies establish the deliverables even before setting up the contract due to their significant importance. 

Clear objectives and deliverables need to be outlined in the scope of the SEO project. This should incorporate specific goals, tasks, and anticipated products of the SEO service provider. Such explicit communication enhances reliability and trust between the agency and the client, thus promoting a healthy working relationship.

Confidentiality and Non-Disclosure Agreements in SEO Contracts 

Confidentiality and non-disclosure agreements are an integral part of any SEO contract. These provisions protect sensitive business information from being disclosed to unauthorized parties. They ensure that the strategies, tactics, and other pertinent information shared during the course of the partnership remain confidential. For example, the client may provide access to proprietary data and unique sales strategies to facilitate better SEO implementation. Without a formal confidentiality agreement in place, these could potentially be shared with competitors. 

Typically, the confidentiality clause explains that the SEO contractor is not permitted to share confidential information without explicit written consent from the client. It is not uncommon for this clause to extend even after the termination of the contract. This is to ensure that any specific strategies, methodologies or information received during the course of work cannot be used to the detriment of the client following the SEO work. 

Renewal and Modification Terms 

Each SEO contract should clearly define its duration and the terms through which it can be extended or modified. Generally, these provisions allow for contract extension via mutual agreement. Extending a contract can entail simple communication of the intent to continue, or may involve renegotiating certain contract terms based on results, changes in business objectives or technological advancement. 

Modifications to the contract, on the other hand, should not be made lightly or without exhaustive discussion and agreement from both parties. Some instances may necessitate change, such as new Google algorithm updates that dramatically impact SEO strategies. In such cases, it is essential for the provisions for contract modifications to be clear, fair, and agreed upon by all parties involved. 

Intellectual Property Rights 

SEO contracts must also address the issue of intellectual property rights. These clauses protect the creative assets generated during the SEO campaign, such as content, graphics, videos, and other marketing collateral. Both parties must understand who owns these assets—both during and after the contract. This includes rights to their use, modification, and distribution. 

For instance, any blogs, social media posts, or videos created for the SEO campaign become the property of the client once payment is made. However, the contract should state this clearly to avoid any potential disputes. Ensuring these rights are thoroughly outlined in the contract prevents potential intellectual property theft, unlicensed use, and other legal complications. Beyond the standard terms, an SEO contract could be customized for individual client needs at Banish Media.

FREE SEO Contract Terms & Conditions Template

The Terms & Conditions of this agreement are to be read, understood, and agreed upon between (#YourName, henceforth “the Agency”) and (#ClientName, also referred to as “the Client”). 

Scope of Work: The Agency is tasked with performing (#ProvideSummaryOfWork) for the Client which includes but is not limited to SEO services, content marketing, link building, website optimization, and SEO consulting. 

Roles & Responsibilities of SEO Agency 

The Agency will (#AgencyObligations). 

Responsibilities of the Client 

The Client shall (#ClientObligations). 

Ranking Guarantee 

While the Agency applies proven strategies that target a boost in the website’s rank on search engines, the agency cannot absolutely guarantee a definite ranking due to the continuous changes in search engine algorithms. 

Budget and Rates 

Both parties agree that the budget for the SEO work will be (#Budget) and rates are fixed at (#Rates). 

Delay in Delivery and Penalties 

Any delay in the delivery of the project due to unforeseen circumstances on either end will lead to (#Penalties) 


It falls under the responsibilities of the Client to maintain an updated backup of their site and related data. The Agency is not responsible for data loss due to any reason. 

Non-Payment Clause 

In case of non-payment from the Client, the Agency has the right to temporarily or permanently remove any SEO services provided, including selling products, until payment is received. 

Governing Law and Jurisdiction 

The parties agree that this agreement shall be governed by the laws and courts of (#Jurisdiction). 

Confidentiality and Non-Disclosure Clause 

Both parties recognize that during the agreement they may have access to private or confidential information related to each other’s business or operations. Both parties agree to keep such information confidential. 

This Agreement has been read and agreed upon by the authorized representatives of the parties on the dates below: 

Name of SEO Agency: (#YourName)
Date: (#Date) 

Name of Client: (#ClientName)
Date: (#Date) 

Remember, it’s crucial to have a legal professional look over any contract before proceeding. 

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