Conducted by Robin Nobles

Academy of Web Specialists

Take search engine positioning training!

Note: Please visit the URL below for the contracts we reviewed at this chat session, including Bill's contract. The "standard" contract idea that will be created based on this chat session will also be posted at that location.

http://www.onlinewebtraining.com/chat/contracts.html

robin:have you had a chance to look over the contracts I posted at http://www.onlinewebtraining.com/chat/contracts.html

mark g:yup

Bill:Somewhat

clane:yes...

mark g:very interesting reading, some are UK aren't they?

robin:yes they are --

clane:Robin, Anonymity 4 Proxy works great for getting around Google's IP Blocks... :-)

robin:oh wow -- I'm glad to know that. thanks for telling me. $$??

clane:Set it up to rotate proxies

robin:You know, I'm excited about this contract discussion -- I looked over the contracts this a.m., and I was really impressed.

robin:Okay -- I'm not really sure how to begin here -- to make it the most efficient --

Bill:Sample Contract #6 is more of an explanation of services than a contract. Still very useful though.

robin:I thought we could decide what we want/need to see in a contract

Bill:Something that you would give to prospective clients or put in a brochure

mark g:some of the stuff can get a bit scary for clients

robin:yes -- I thought they each had some great points, and we could "add" good points from the others to make a really strong one

robin:yes, with the header tags, explanation of spider, etc -- that's a good point Bill

robin:okay -- do you want to take them one by one and see what we have?

prplspud:I'd also like to know at what stage one should introduce the contract...

clane:I'm game...

robin:okay -- #1 --

robin:any comments you want to say at any time, just JUMP in!

Websurfer: Regarding prplspuds question, I think you need to introduce when prospective client says that they want to go with your services.

robin:afterward, I have a good friend who's a lawyer, and we'll get him to look over it (he's also a SEO)

robin:yes Nancy -- sorry -- I missed that question (thanks Dean for keeping me straight)

mark g:there is a guarantee in this contract which I'm trying to steer clear of now

mark g:..... avoid

robin:Yes Mark -- that's a tough one --it's almost impossible to make strong guarantees in this business, isn't it?

prplspud:Is it necessary to identify with what engines one already has a listing with. Can't these be improved on?

Bill:I agree with avoiding guarantees.

mark g:I'd rather explain why something will work and provide proof of work undertaken

Websurfer:I get a lot of prospective clients wanting a guarantee though, any one else?

robin:I'm sure that's the case Dean -- and those clients don't quite understand how SE optimization works ...

mark g:there isn't a lot of legal stuff in this contract

Bill:I would use the contract to explain what the client will receive, what your company needs to fulfill those services, pricing, when payments are to be made, and then any necessary legalese to protect both you and the client.

robin:when I interviewed folks for the professional SEO article I wrote a month or two ago, several of them gave guarantees -- like -- they guaranteed that the clients' web pages would increase in the rankings, etc.

clane:They can spend a lot of money and they need some form of reassurance

robin:how do you like the idea of spelling out the keywords?

mark g:a must so both sides know what is to be targeted

robin:outlining exactly what the client has chosen

robin:I agree --

Bill:I don't think it needs to be in the contract. We don't research keywords until the contract is signed.

robin:I think that part needs to be explicit -- the engines involved, whether express services will be used, etc.

Amy Ma:we do specify the keywords and search engines selected.

robin:oh -- now that's interesting Bill

clane:often times I find that the client doesn't have a good grasp on the keywords he really needs

Bill:It's part of the services we are offering.

Amy Ma:Now, what are the major search engines that we folks are optimizing nowadays?

Websurfer:I use it, there are those people that will try to get something for nothing. If it isn't specified in the contract you end up with a you said I said situation.

robin:Bill, do you make a statement that says that the keywords chosen must be a phrase versus a general keyword?

robin:I'm thinking in terms of the client signing a contract and then insisting on a very competitive keyword phrase

aliceworld:What about the idea of listing initial keywords and a comment that says something like they will be refined based on research... Is that too loose?

Bill:Derek may make keyword suggestions during conversations with prospective clients to give them an idea of where we are going, but the final determination isn't made until the contract is signed and I am given the go ahead to start.

Amy Ma:But then we usually do the research of the keywords after the contract is awarded..

robin:Alice -- I don't know how that would be from a legal standpoint , but that's a thought

robin:I like the idea of having everything spelled out, but I do understand Bill's comment about refining it later

robin:what about the pay --

aliceworld:me too.

robin:50% of the agreed fee when the first two top 20's have been reached

Bill:We can put in the specific engines and directories, because we pretty much use the same ones for every client.

Websurfer:Billed quarterly in advance

clane:It's an interesting position, particularly if you are using a 3rd party keyword list provider like Wordspot

robin:of course, the pay situation will vary so greatly -- almost impossible to arrive at a "standard" so to speak, but these gave us some good ideas.

vmh:personally, I want some sort of deposit before I start work

Bill:I think our company usually has the client pay the setup fee and one month in advance before any work starts.

Websurfer: Coming from a background of selling an intangible, it is easy to get results and then not pay

robin:I agree there too

mark g:for an initial optimisation or submission 100% up front

vmh:exactly websurfer

mark g:then monthly on invoice

Websurfer:Yes, again billed quarterly in advance

clane:I collect up front for all promotion services performed

mark g:there are to many charlatans

Websurfer:rewarding discounts for annual payments

robin:oh that's a good idea Dean -- discount for annual contract?

Bill:And if they don't pay the invoice then we stop the work, disable everything we have done. If they are definitely discontinuing our services then we delete every thing we did.

robin:Chuck and Mark -- do you have problems getting people to pay 100% at the front?

Amy Ma:we charge an up front fee 100% for set up, analysis, research, but we don't ask the clients to pay until with 120 days when we calculate the rankings of the keywords. Any keywords that come up to the top 10-30 within a year, clients are entitled to pay. Monthly maintenance for keywords that have reached top 10-30.

mark g:have you done that yet Bill?

clane:No...

mark g:not all all

aliceworld:Do you talk about deleting everything you did in the contract/agreement?

robin:yes, good point Alice --

Bill:I don't think it's in the current contract, but it is being revised.

Bill:Basically, we remove the cloaking software from the site directory, and stop running reports and optimizing.

Websurfer:I have had prospective clients comment about that, deleting everything. There seems to be a hesitation when they mention it.

Websurfer:I agree with Bill, any software and effort are ceased

robin:Bill, are your clients' sites on your server?

Bill:We set up a control panel that links to all of the reports. We had one client where I had to disable that, a few days later we received payment and I re-enabled it. We've had two clients discontinue services.

mark g:are any of the contracts posted belonging to people here?

robin:of course, if you set up doorways (gateways) on your own server and redirect traffic ....... if they don't pay, traffic comes to a halt --

robin:yes Mark --

mark g:mmm

Bill:The casinos are on a different server because of the proprietary software and payment software. Several others are on different servers because of specific e-commerce solutions. The rest are on our server.

Bill:For the gateways, I just regenerate the cloaked pages and redirect them to a different client, or our own sites.

robin:in this first contract, the time period is 3 months -- I think it's important to have a time frame specified -- and in this case, what happens if the rankings aren't met

robin:exactly Bill -- lucky different client!

robin:anything else about this contract?

Bill:We've actually started setting up gateway domains with no client in mind just to get them pre positioned. Then when we do get a client that wants gateways, they get instant results.

robin:what I'll do is -- put all of this together and post it online, and we can see what we've got -- I can give suggestions for different areas (pay, etc.)

robin:whoa. that's not a bad idea!

robin:we'll move to contract #2 -- (jump in if you have comments!)

robin:again, this one has an introduction -- -- and describes the services in detail

robin:which is good --

robin:even says what will happen if results aren't seen within a specified number of days - continue services at no cost.

robin:here we are again with "guarantees" -- and there are no easy answers here

robin:comments?

clane:Provide realistic expectations

robin:of course, they have made it very clear that it covers how ever many engines -- not all --

robin:exactly Chuck --

robin:now, this payment schedule is similar to what Bill is using

robin:paying the fee per month

robin:or they can pay in full

robin:one thing I wondered about -- do you all ask your clients to provide content for the sites, or do you create the content yourselves?

clane:which is why that contract limits the number of engines, but typically the results are much greater

mark g:I always ask for content, the client is the expert, not me

aliceworld:some of both here.

robin:I'm looking at the "Support Services" section -- where the client provides domains, access to get the services completed, etc.

clane:I create content based on the existing web site

Bill:Here are a few things that are in our contract that aren't in any of the ones Robin has...

robin:oh good Bill -- we sure what to hear those!

Bill:Company 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. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory

Bill: Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, TSS does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term

Bill: Some search engines and directories may take as long as 6 or 8 weeks, and in some cases longer, after submission to list your site. Any changes requested by the client or deemed necessary by TSS after submission therefore will take a subsequent 6 to 8 weeks

Bill: Occasionally, search engines will stop accepting submissions for an indefinite period of time

Bill: Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, TSS will re-submit the site based on the current policies of the search engine in question

Bill: Some search directories offer expedited listing services for a fee. TSS encourages clients to take advantage of these expedited services, as TSS has had a high success rate using these services. Client is responsible for expedited service fees.

Bill:Occasionally, TSS may be required to register additional gateway domains in order to provide better positioning services. When required, these domains will be registered at TSS’ expense. Gateway domains remain the property of TSS. Hosting of up to five (5) gateway domains is covered under the terms of this agreement. Additional domains and keywords may be acquired at additional expense to client

Bill:TSS is our company's name

clane:Bill is that scripted?

aliceworld:These are excellent points.

clane::-)

lisa:wow that really covers it

robin:gosh -- excellent points

Bill:I copied them straight out of the contract that is under revision.

robin:(I'm sort of speechless -- a new one for me)

mark g:yes, indeed

vmh:excellent

robin:those are great ideas --

clane:very cool, Bill...

Bill:I have an MBA and one of the classes was business law...

aliceworld:I agree, this is fantastic management of expectations, alright!

Bill:While I am in no way an expert or a lawyer, I do have an idea of what to look for in a contract.

robin:Bill, I can't scroll back -- but did you cover pay per click engines? do you purchase keywords for your clients, is that an option?

mark g:It is important to let clients know the unpredictable nature of search engines and directories

clane:yes...

robin:I'm so glad to know that !

robin:I agree Mark -- and putting it in the contract is such a good idea -- a safeguard

Bill:As far as I know we don't do those. Clients can (and Derek may suggest it to them) do that on their own.

robin:do you have a maintenance program, once rankings are obtained?

Websurfer:Robin, this transcript will be posted won't it?

robin:I'm asking any of you --

robin:oh yes Dean -- definitely!

mark g:yes we do

clane:Robin, did you say that you would get this transcript posted?

robin:I post all transcripts --

robin:yes Chuck -- definitely

Bill:Yes, as soon as I get some assistants and can start testing some of my ideas, it'll get even better.

vmh:do you guarantee top 10 placement even though your contract says that placement is uncertain

clane:cool...

Websurfer:Yes, monthly tracking to make sure site keeps top rankings

Bill:We don't guarantee any particular rankings

lisa:do you list exactly which engines you're working with?

robin:Bill, what does your contract say about "guarantees" --

Bill:Yes we do.

Bill:No guarantees.

vmh:how do you combat the companies that make guarantees?

Bill:I don't talk to prospective clients, so I am not sure how Derek handles that.

prplspud:Am I right in interpreting that #2 is not an hourly contract, but based an a project "quote" What if they add key phrases?

robin:good point Nancy -- don't you think the contract should at least mention how many keyword phrases are involved -- how many doorway pages, etc.? (#2 may mention this -- I'm just speaking in generalities)

clane:A discussion of the keyword base has already taken place

clane:And I am given complete control from there..

Websurfer:Our contract does included the key phrases to be targeted.

clane:That's why they hire us....

robin:yes it does have a place to mention the keyword phrases -- and even an * if the phrase is too general (good idea)

Bill:However, I think that he would tell them that guarantees can be unrealistic (in general) and that guarantees can also disappoint clients when they aren't met. Making them feel like they wasted money because they didn't receive the expected results.

robin:and, it covers buying two additional domains -- GOOD idea in the midst of these wonderful theme engines

robin:You know how I feel about guarantees --

clane:It's called hedging you bet

robin:these folks who PROMISE a top 10 -- they remind me of snake oil salesmen -- it's just impossible to promise a top 10 in all situations.

vmh:glad to hear you say that robin. I feel the same way

robin:you know these spam email that come through about every day -- SECRETS TO SEARCH ENGINE SUCCESS!

prplspud:Can one be more general in that case and say top 30, or another number?

clane:That is a very good point. I wonder how they do it

Bill:We do show prospective clients positioning reports for some of our other clients so that they can see first hand what we have done, and that they can expect similar results, despite no guarantees.

robin:Gosh -- it gives those of us who are professionals a semi-bad name if we're lumped into the same general category

robin:Sure -- or even say that the rankings will improve -- because you know you can guarantee that --

robin:or, nowadays, people are even paying for ranking -- so much for a top 10, so much for a top 20, etc.

Bill:Especially if they aren't in the engines and directories to begin with ;-)

robin:YES! (and if you have ready made traffic to send them)

robin::)

prplspud:Does one ever have to "undo" other work and then "redo". Do you work this into contracts? i.e. wrong key phrases...

vmh:they make the guarantee to get the client to pay and then when they don't achieve the ranking they don't necessarily give the $ back they just say they will keep trying until they do. Not really a guarantee, just a sales pitch.

robin:of course, when it comes right down to it, unless the site is brand new, all optimizing is redoing what someone else has done --

clane:Unless, of course, you do it...

robin:UH OH!

aliceworld:or adding to what someone else has done.

robin:of course, if we did it, they'd have the rankings. what can we say? ;)

Bill:We get quite a few nearly brand new sites that have never been optimized and submitted

robin:any comments about any of the contracts? I do want to talk about the non-compete clause in #4

vmh:go ahead

robin:Every one of these contracts have some excellent points --

mark g:lets move on

robin:Do you have non-compete clauses in your contracts? I know that you don't, Bill, because you deal with so many casino sites

robin:what about the rest of you? have you considered this? what do you think?

mark g:no definitely not

clane:wow!

robin:I know a few companies who have non-compete clauses -- but most don't, that I'm aware

Bill:Contract #4 appears to be an independent contractor agreement which is why there is a lot of different stuff in it.

aliceworld:what exactly do you mean non-compete?

robin:I also like the password clause in #4 --

prplspud:I had a customer ask this about designing a site. I told him if he was willing to compensate me for lost revenue, that I wouldn't work for his competition. He back pedalled.

robin:if the optimizer already has a casino site, for example, he won't take on another casino site as a client

robin:ha Nancy! :)

aliceworld:That's what I thought, thanks.

mark g:yes the clause regarding any work someone else does that undoes the optimising is great

robin:Bill has it down to a fine art the way they do it -- with his top 100 lists -- all of his clients get equal treatment, even if they're actually competing

robin:which clause is that Mark? in #4? which number?

mark g:11

mark g:great idea

robin:oh -- the password one -- yes -- I was referring to the confidentiality of passwords, which might make clients feel better, but yes, that is a good idea

mark g:that has happened to me before

robin:In #5 -- they discuss cloaking, which is a good idea if you use cloaking

robin:under #3c

Bill:As I said, #4 is not a contract between a company and a client, it is a contract between a company and an independent consultant

robin:a couple of these had the "independent contractor" clause

Bill:However there are a couple of things in it that you can put into a client/company contract, such as the password clause.

robin:which I hadn't really thought of in terms of company vs. an independent contractor -- good point Bill

robin:Bill, do you have anything in yours about cloaking?

Bill:Let me check

Bill:? Cloak pages to prevent competitors from copying high-ranking pages and proprietary positioning techniques, and using these to gain better positioning than TSS Client sites

clane:He can't find it, it's cloaked

Bill:? Where FTP access is not possible, client agrees to provide an email address of a technician who can upload requested changes on a timely basis, however we cannot use cloaking technology without direct FTP access. TSS cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to client.

robin:cute Chuck!

robin:very good

robin:Bill, would it be possible to see a copy of your contract? we can take out all proprietary information. would Derek let us see the whole thing?

Bill:? Access to raw log files or existing statistical reporting to facilitate web site traffic reporting. TSS will be unable to supply these reports if neither raw log files nor existing statistical reporting is available

Bill:I can probably send you a copy of the proposed revised contract.

robin:that would be great -- I can post the URL in this transcript

vmh:when you actually achieve higher rankings wouldn't it be a good idea to have the client sign or initial a copy of your report so you can keep it on file. So, later down the road they can't say you didn't do it for them?

Bill:There aren't a lot of legal clause in it yet, but I recommended that Derek have his lawyer look it over.

prplspud:Does anyone actually dismiss a client themselves? if so, when and how?

Bill:A couple of other points in our contract not mentioned in others...

robin:interesting idea vmh -- and be sure to keep a virtual paper trail

aliceworld:I'm tempted with one now.

Bill: If client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages or cloaking templates.

vmh:paper trails are extremely important

robin:I agree

aliceworld:Yes the are.

vmh:I can't wait to see Bill's contract in its entirety :-)

robin:Bill, do you have any other points? I don't want to interrupt!

Bill: Access to raw log files or existing statistical reporting to facilitate web site traffic reporting. TSS will be unable to supply these reports if neither raw log files nor existing statistical reporting is available.

Bill:5. TSS warrants to Client that all work performed on behalf of Client will be lawful and indemnify purchaser for any unlawful activity conducted by Consultant.

Bill:6. Either party may cancel this contract with 30 days written notification.

clane:all good points, Bill

vmh:one of the contracts says that no refunds will be made after 30 days

Bill:That's pretty much it.

robin:very good -- all of these are good -- have some excellent points

prplspud:Does anyone stipulate who owns new software purchased, if applicable?

prplspud:or domain names, etc.

mark g:thats a good point

Bill:I don't know if we give refunds (doubtful) or how they are handled

robin:some of these mention that the optimizer is responsible for his expenses -- of course, if it's cloaking, that should be addressed separately (IMHO), because it's so expensive

clane:hard to take back the work!

mark g:no guarantees, no refunds

robin:if you don't make guarantees, then the refunds shouldn't be an option

Bill:Occasionally, TSS may be required to register additional gateway domains in order to provide better positioning services. When required, these domains will be registered at TSS’ expense. Gateway domains remain the property of TSS. Hosting of up to five (5) gateway domains is covered under the terms of this agreement. Additional domains and keywords may be acquired at additional expense to client.

robin:(took the words right out of my mouth Mark!)

mark g::)

robin:to me, the idea behind expenses (and most of this information) is to spell it out

robin:in #6 --

robin:they even mention showing how to build opt-in email lists, banner ads, etc. --

Bill:We've never had the question of software come up with clients. Most of them don't know what is used anyway.

robin:the more I get into this, the more I realize that once you get the client the traffic, does the client know what to do with that traffic --

robin:so, I like the idea of providing "full services" -- something that I think we'll see more of in terms of "relationship commerce"

mark g:I agree

clane:or worse, their site can't close the deal for them.. Who's fault will they say it is.....

robin:to me, it used to be a situation where web designers created the site and gave it to the client, and the client had no idea how to get the traffic

robin:now, we've come along and can get the traffic, but does the client know what to do with that traffic

robin:EXACTLY Chuck --

mark g:I'm getting into charging for consultancy as well as optimising/submission

Bill:Contract #6 isn't really a contract. It is more of a brochure or description of services that you would give to prospective clients to try and convince them to hire you.

robin:yes -- and one of these contracts does mention charging per hour for services not covered under the contract, which I thought was a good idea

Bill:A very good description of services that is very useful

clane:huh, that is a good idea....

robin:we've run out of time, regretfully

mark g:thanks Robin, thanks Bill

robin:but we can have another one of these chats if you'd like later -- to look at the one I create based on your suggestions/ideas

clane:bummer...

Bill:Do another one of these contract chats, Robin. Very informative and helpful

prplspud:Obviously a subject that is near and dear to many SEOs...

clane:yes it is

vmh:robin, I would really love to have a chat about pricing...would that be possible sometime?

mark g:yes, indeed

robin:it sure would -- I like that idea too vmh -- I'll make a note of it

robin:we can have a chat about ANYTHING that you'd like to chat about -- just let me know

Bill:Thanks Robin.

vmh:this chat should be 2 hours :-)

robin:thanks Bill for sharing your contract!

robin:I know -- you're right!

Bill:No problem.

prplspud:Thanks Robin. A la prochaine... (until next time)

mark g:cheers Bill

robin:thanks for coming, and I'll get this posted as soon as I can - and work on the contract

SEO Contracts

Chat Transcript

November 2, 2000

Chat led by Robin Nobles

Academy of Web Specialists