The SEO Contract You Never Read

Speaker: 00:00:00

You've got a signed SEO contract you've never read, and somewhere in

Speaker: 00:00:03

it is the reason you can't leave.

Speaker: 00:00:06

Let's go and find it.

Speaker: 00:00:11

This is SEO Fucking What.

Speaker: 00:00:13

I'm Nikki, over 30 years doing this, back before it was called SEO,

Speaker: 00:00:17

and I help small business owners make money from their websites.

Speaker: 00:00:22

Now, I've done an episode on the red flags that tell you an agency's dodgy

Speaker: 00:00:25

before you hire them, and that's useful if you haven't hired anyone yet.

Speaker: 00:00:30

This one is for everyone who already has.

Speaker: 00:00:34

Because the honest truth is that most small businesses sign an SEO contract

Speaker: 00:00:38

they've skimmed at best on the basis of a conversation and a proposal deck that were

Speaker: 00:00:44

both a lot friendlier than the paperwork.

Speaker: 00:00:47

And I want to be fair here because contracts aren't inherently a stitch-up.

Speaker: 00:00:52

A decent one protects both of you.

Speaker: 00:00:55

What I've got a problem with is a very specific set of clauses that exist for

Speaker: 00:01:00

one purpose, which is making it hard for you to leave when the work isn't working.

Speaker: 00:01:05

So today we're going to go through the document, not the

Speaker: 00:01:08

sales pitch, the document.

Speaker: 00:01:13

Let's have a look at some of the clauses.

Speaker: 00:01:16

And a quick and important thing first, I'm not a solicitor.

Speaker: 00:01:19

This isn't legal advice.

Speaker: 00:01:21

And if there's serious money involved, get a proper commercial

Speaker: 00:01:25

solicitor to look at it.

Speaker: 00:01:27

What I can tell you is what to look for, because I've read a lot of these.

Speaker: 00:01:33

Look at the term and the notice period and how they multiply.

Speaker: 00:01:37

Everybody looks at the term.

Speaker: 00:01:40

Six months, 12 months, fine.

Speaker: 00:01:42

SEO takes time.

Speaker: 00:01:43

That's reasonable.

Speaker: 00:01:45

Almost no one looks at the notice period sat next to it.

Speaker: 00:01:49

Three months' notice on a 12-month term isn't necessarily 12 months.

Speaker: 00:01:54

It's potentially 15.

Speaker: 00:01:56

And if there's an auto-renewal clause in there too, and you have to give

Speaker: 00:02:00

that notice before the renewal date, then missing the window by a week can

Speaker: 00:02:05

commit you to another full year of something you'd already decided to stop.

Speaker: 00:02:09

It's like a gym membership.

Speaker: 00:02:11

Nobody reads the cancellation terms in January because in January

Speaker: 00:02:15

they're full of good intentions.

Speaker: 00:02:17

They read them in October, at which point it's too late and they're paying for

Speaker: 00:02:21

another year of not going to the gym.

Speaker: 00:02:24

So the three numbers you need out of your contract are the end date,

Speaker: 00:02:27

the notice period, and the deadline by which notice has to land.

Speaker: 00:02:33

Those three together are your actual commitment.

Speaker: 00:02:36

And on whether a minimum term is fair at all, I'll give you my honest position.

Speaker: 00:02:42

A three to six-month initial commitment is defensible because the front end of

Speaker: 00:02:47

the work is heavy, and the results lag behind it, and nobody wants to do an audit

Speaker: 00:02:52

and a technical clean-up for somebody who's buggered off after four weeks.

Speaker: 00:02:56

12 months with auto-renewal and a long notice window is not

Speaker: 00:03:00

about the work, it's about churn.

Speaker: 00:03:03

Then take a look at what you actually get expressed in things you can count.

Speaker: 00:03:08

I've covered this before, so I'll keep it short.

Speaker: 00:03:11

But check whether the schedule of work contains countable items or adjectives.

Speaker: 00:03:16

Ongoing optimisation, continued improvements, monthly SEO activity.

Speaker: 00:03:23

None of those can be failed.

Speaker: 00:03:25

If nothing in the document can be failed, nothing in the document can

Speaker: 00:03:29

be enforced, and you've signed up to pay for effort rather than output.

Speaker: 00:03:36

Look at who owns the content when you go.

Speaker: 00:03:38

This is the clause that catches people out the most, and it's the one I'd read first.

Speaker: 00:03:43

You've paid for blog posts, service page copy, an audit, keyword

Speaker: 00:03:48

research, maybe some schema work.

Speaker: 00:03:50

Do you own it, or have you been licensed it for as long as you're a client?

Speaker: 00:03:55

Because both exist.

Speaker: 00:03:57

I've seen contracts where the intellectual property and deliverables

Speaker: 00:04:01

stays with the agency, and you get a licence to use it while the agreement

Speaker: 00:04:06

is live, which in plain terms means someone can ask you to take your own

Speaker: 00:04:10

website content down when you leave.

Speaker: 00:04:13

Look for the words assign or assignment, which is what you want, and be very

Speaker: 00:04:18

suspicious of licence, particularly if it's limited to the term of the agreement.

Speaker: 00:04:24

Same question for anything built on their platform.

Speaker: 00:04:26

If your site sits on a proprietary system that the agency owns, then it doesn't

Speaker: 00:04:31

matter what the contract says about your content, you can't take the actual thing

Speaker: 00:04:34

itself, and your exit involves a rebuild.

Speaker: 00:04:39

What about the links?

Speaker: 00:04:40

If anybody has been building links for you, check whether the contract

Speaker: 00:04:43

says the links remain their property.

Speaker: 00:04:46

Some are rented, and they come down when you stop paying, which means the

Speaker: 00:04:50

results you were shown were never yours.

Speaker: 00:04:53

I've done a full episode on why I don't want you buying links in the first

Speaker: 00:04:56

place, so I'm gonna leave that there.

Speaker: 00:04:58

Accounts and access, and again, just a quick line about this because I

Speaker: 00:05:03

did a whole episode on this early on.

Speaker: 00:05:05

The contract should say your business owns every account, and they hold admin access.

Speaker: 00:05:11

If it's silent, fix it now rather than at the point you're

Speaker: 00:05:15

falling out with somebody.

Speaker: 00:05:17

You need to look at exclusivity and what you're not allowed to do.

Speaker: 00:05:20

It's worth a look at the obligations that fall on you.

Speaker: 00:05:23

Some contracts stop you from engaging any other SEO provider during the term,

Speaker: 00:05:28

which sounds sensible and reasonable right up to the point where you want a

Speaker: 00:05:32

second opinion on why nothing's happening.

Speaker: 00:05:35

Some include non-disparagement clauses, which limit what you can say publicly

Speaker: 00:05:40

about the service you received.

Speaker: 00:05:42

Some contain a clause requiring you to implement their recommendations,

Speaker: 00:05:48

then use your failure to do so as the reason nothing worked.

Speaker: 00:05:53

And what about the handover?

Speaker: 00:05:55

Look what happens on the last day.

Speaker: 00:05:57

And in most contracts, the answer is nothing because there's

Speaker: 00:06:00

no handover clause at all.

Speaker: 00:06:02

A good one says what you'll get within a defined number of days of termination.

Speaker: 00:06:08

It says transferred passwords handed over, documentation, the

Speaker: 00:06:12

raw data, the work in progress.

Speaker: 00:06:14

Without that clause, you're relying on goodwill from somebody you've just sacked.

Speaker: 00:06:19

After the break, the single most useful thing you can do with an

Speaker: 00:06:23

SEO contract, which takes about 15 minutes and needs nothing except

Speaker: 00:06:28

the paperwork you've already got.

Speaker: 00:06:35

Right.

Speaker: 00:06:36

Here's the thing that I really wanted to tell you today.

Speaker: 00:06:39

Get out the proposal, the pitch deck, the emails from before you

Speaker: 00:06:43

signed, and get out the contract.

Speaker: 00:06:46

Put them next to each other and read them at the same time.

Speaker: 00:06:51

What you'll usually find is that they describe two completely

Speaker: 00:06:54

different arrangements.

Speaker: 00:06:57

The proposal talks about growth, results, first page, leads, return on investment.

Speaker: 00:07:04

It's got projections in it.

Speaker: 00:07:06

It may well have a case study showing someone else's traffic

Speaker: 00:07:09

going up and to the right.

Speaker: 00:07:12

And then you get to the contract, and near the back, there'll be a section on

Speaker: 00:07:16

liability and warranties, and it will say, in very careful language, that no specific

Speaker: 00:07:22

results are guaranteed, that rankings depend on factors outside their control,

Speaker: 00:07:28

that search engine algorithms change, and that they accept no liability for

Speaker: 00:07:33

changes in your traffic or your rankings.

Speaker: 00:07:36

And don't get me wrong, both of those things can be true at once.

Speaker: 00:07:39

The second one is actually correct, and I've said myself, nobody can guarantee

Speaker: 00:07:43

rankings, so I'm not going to complain about an agency writing that down.

Speaker: 00:07:48

The problem is the gap.

Speaker: 00:07:51

Everything they sold you sits in the document with no legal force,

Speaker: 00:07:55

and everything protecting them sits in the document with legal force.

Speaker: 00:08:00

If you tried to hold anyone to the proposal, you'd be

Speaker: 00:08:03

pointed at the contract.

Speaker: 00:08:06

So the question you take away from that exercise is a simple one, and it's the

Speaker: 00:08:10

best question you can ask any freelancer, any SEO consultant, or any agency.

Speaker: 00:08:18

Which of the things in this proposal are you willing to put in the contract?

Speaker: 00:08:24

Watch what happens.

Speaker: 00:08:26

Some will say, "Fair enough.

Speaker: 00:08:28

We'll write in the deliverables and the reporting and the handover,"

Speaker: 00:08:32

and those are the people you want.

Speaker: 00:08:34

Some will explain at great lengths why nothing in SEO can ever be committed to

Speaker: 00:08:38

in writing, while continuing to commit to it out and loud in every meeting.

Speaker: 00:08:45

So here's your homework.

Speaker: 00:08:46

One, find the contract.

Speaker: 00:08:49

Honestly, this is step one, and a good number of you won't manage it today.

Speaker: 00:08:53

It's in someone's email from two years ago.

Speaker: 00:08:56

Find it and put it somewhere you can find it again.

Speaker: 00:09:00

Two, write down four things from it: the end date, the notice period,

Speaker: 00:09:06

the date by which notice must be given, and whether the deliverables

Speaker: 00:09:10

belong to you or are licensed to you.

Speaker: 00:09:14

Three, put the notice deadline in your calendar now with a

Speaker: 00:09:18

reminder 30 days before it.

Speaker: 00:09:21

That one action is worth more than everything else in this episode because

Speaker: 00:09:25

the most common way people end up paying for another year of nothing is

Speaker: 00:09:30

missing a date they forgot existed.

Speaker: 00:09:33

Four, do the two-document comparison from earlier.

Speaker: 00:09:37

15 minutes and it'll tell you exactly how much of what you were

Speaker: 00:09:41

promised you can actually rely on.

Speaker: 00:09:43

And five, send one email.

Speaker: 00:09:47

Something like, "On termination, please confirm in writing what we

Speaker: 00:09:51

retain and what we lose, including content, accounts, and data."

Speaker: 00:09:57

Keep the reply.

Speaker: 00:09:59

Whatever it says, you're better off than you were this morning,

Speaker: 00:10:02

and how quickly they answer tells you a fair bit on its own.

Speaker: 00:10:07

None of this is about assuming everyone's a crook.

Speaker: 00:10:11

Plenty of good people use contracts, and a decent contract with a

Speaker: 00:10:15

proper handover clause is a sign you're dealing with grown-ups.

Speaker: 00:10:19

It's about the fact that you signed something you didn't

Speaker: 00:10:21

read, and the person who wrote it read it very carefully indeed.

Speaker: 00:10:26

If this was useful, follow SEO Fucking What wherever you're

Speaker: 00:10:29

listening, and forward it to anybody who's about to sign a contract.

Speaker: 00:10:34

15 minutes now beats a year of regret.

Speaker: 00:10:37

My On-Page SEO Toolkit is free right now, so go and get it at nonwankyseo.com.

Speaker: 00:10:43

And don't forget to follow SEO Fucking What wherever you listen to your podcasts.

Speaker: 00:10:48

Until next time, get found, make money, and go and find out

Speaker: 00:10:52

when your notice period ends.