SEO AGREEMENT

1. SUMMARY

In this contract You try to minimise the use of complicated legal terms or long passages of unreadable text. We have no desire to trick You into signing something that You might later regret. We do want what’s best for the safety of both parties, now and in the future. We will always do our best to fulfill Your needs and meet Your goals.

You (“the Client” or “You” or “Your”) are hiring us, Static Shift Pty Ltd (ACN 149 881 354) (“Static Shift” or “We” or “Our” or “Us), to provide Search Engine Optimisation Services (hereinafter referred to as SEO).

Static Shift will provide You with SEO as described in this contract. Static Shift  will use specific keywords and/or phrases to improve the search engine ranking of, and/or Your website for keywords relevant to your business, for the monthly fee stated within the Proposal. All fees must be paid in full at the start of each month.

Static Shift’s SEO packages are intended to serve two main purposes: 1) to provide You with increased exposure in search engines, and 2) to drive targeted online traffic to the site.

2. WHAT DO BOTH PARTIES AGREE TO DO

As our customer, You have the power and ability to enter into this contract on behalf of Your company or organisation. You agree to provide Us with everything that We need to complete the project including content, images and other information as and when We need it and in the format We ask for. You agree to review Our work, provide feedback and approval in a timely manner too.

We have the experience and ability to perform the services You need from Us and We will carry them out in a professional and timely manner. Along the way We will endeavour to meet all the reasonable deadlines set but We can’t be responsible for a missed launch date or a deadline if You have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this We’ll also maintain the confidentiality of any information that You give to Us.

3. OUR SEO SERVICES

We will dedicate a chosen amount of budget on a range of tasks related to SEO & conversion optimisation on Your website. Unless requested, We will spend your budget where We see the most benefit each month. We will always act in good faith, and deliver services to the of our ability, based on the research we do to keep up with best practices for Search Engine Optimisation.

If You have specific tasks You want Us to perform that are within Our capability and We don’t believe they’ll do Your website any harm, We will follow Your instructions.

Services We will provide may include, but are not limited to:

• Researching keywords and phrases to select appropriate, relevant search terms for SEO.
• Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic.
• Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
• Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
• Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
• Content & article writing, or strategic direction and optimisation to increase rich content on Your site, and help to increase Your quality score with search engines.

4. CLIENT REQUIREMENTS

You agree to provide:

• Administrative/backend access to the website for analysis of content and structure.
• Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, including your web designer, and content creators, if necessary.
• Unlimited access to existing website traffic statistics for analysis and tracking purposes.
• Authorisation to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Static Shift for search engine optimisation purposes.

5. CLIENT ACKNOWLEDGEMENT AND FURTHER AGREEMENT1

You acknowledge and further agree that:

• All fees are non-refundable.
• All fees, services, documents, recommendations, and reports are confidential.
• Static Shift  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. Your website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
• Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Static Shift does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, We will do everything We can within the dedicated monthly time allotment to achieve high rankings.
• Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” Static Shift assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
• Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Static Shift will re-optimize the website/page based on the current policies of the search engine in question.
• Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees.  Static Shift can offer a list of expedited listing services upon request.
• Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. Static Shift does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
• Static Shift is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
• The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork  provided to  Static Shift for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Static Shift and its employees, directors and subcontractors from any liability or suit arising from the use of such elements.
• Static Shift is not responsible for the Client overwriting SEO work to the Client’s site. (e.g. Client/webmaster uploading over work already provided/optimised).
• We can’t guarantee that Your website will always be error-free, therefore We can’t be liable to You or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages.
• We will provide You with technical support for any website issues that are caused by Us along the way.
• You also own text content, photographs and other data You provided, unless someone else owns the copyright to them.
• We love to show off our work and share what We have learned with other people, so We reserve the right to display and link to Your completed project as part of our portfolio and to write about the project on web sites, in magazine articles and in books about SEO.
• Static Shift shall not be liable for any delay or non-performance due directly or indirectly to any cause beyond Our reasonable control.

6. CANCELLATION OF AGREEMENT

This is a month-to-month agreement in which we both agree to act in good faith. If either party is unsatisfied with the services, or communication provided, they may cancel the agreement within 1 business day of the start of the new agreement month.

7. THE LEGAL STUFF

• If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.  The parties shall act in good faith to vary this agreement to achieve the same purpose, object or effect as any severed provision.  
• This document is written in plain English as far as possible.  Its terms are to be interpreted so as to give efficacy to the parties’ agreement.
• No rule resolving a doubt as to interpretation against the party preparing this document will apply.
• This document constitutes the entire agreement between the parties relating to its subject matter.  
• This document may be executed by counterparts.  An executed counterpart may be delivered by direct mail or email.  
• To the fullest extent permitted by law, Static Shift excludes all implied terms, conditions, warranties and guarantees (whether statutory or otherwise) and all liability however arising for any loss or damage whether direct, indirect, special or consequential (including loss of profits or loss of goodwill) arising in any way (including as a result of negligence) out of or in connection with the services provided by Static Shift and this agreement.
• To the fullest extent permitted by law, if any term, condition, warranty or guarantee is implied into this agreement or applies to the services provided by Static Shift which by law cannot be excluded, but may be limited, then Static Shift’s liability for any breach of any such term, condition, warranty or guarantee (including to any person claiming through the Client) is limited, at Static Shift’s option, to the replacement of the services or equivalent services as provided by Static Shift or the payment of the cost of replacing the services or acquiring equivalent services.
• If any dispute arises between the parties we will consult in good faith with a view to resolving the matter in dispute using formal dispute resolution techniques such as mediation, expert determination, arbitration or similar techniques agreed on by us.  Any agreement shall include the technique and procedure to be adopted, applicable time tables for all steps and the selection and payment of any expert, mediator, arbitrator or similar.  In default of agreement then either party may request a nomination by the President or the Chapter Chairman (or such person carrying out a similar role) of the Victorian Chapter of the Institute of Arbitrators and Mediators Australia (or its successor in title).
• Static Shift may on 48 hours written notice suspend or cancel the provision of any services provided by Static Shift where the Client is in breach of any clause of this agreement or where Static Shift reasonably believes that the Client is not able to strictly comply with the Client’s obligations pursuant to this agreement.

8. PAYMENTS

We are sure You understand how important it is that You pay the invoices that We send You promptly.  As We’re also sure You’ll want to stay friends, You agree to stick tight to agreed payment schedule.   Any reasonable costs and disbursements incurred by Static Shift to enforce payment are recoverable from You.

9. WHERE’S ALL THE HORRIBLE SMALL PRINT?

You can’t transfer this contract to anyone else without Our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction to the laws of the State of Victoria and the Commonwealth of Australia.  We each subject to the jurisdiction of the Courts situated within Victoria.  Any action shall be commenced in the registries of those Courts in Melbourne Victoria

In signing this document (or continuing to deal with Us after receiving this document), You are agreeing that You have seen and accepted the Proposal from Static Shift, which outlines the services We will provide, and the price and being bound by this document.

10. VARIATION

Any variation to this document and our agreement shall be in writing and signed by the parties.