Advertising and SEO Service Agreement: Contract Terms

Contract clauses for the advertising and SEO service agreement covering ad management and search engine optimization

>Contractual nature

The party of the second part declares that it is a legally incorporated company or that it is legally registered. It further undertakes to remain so until the end of this agreement. As a result, the nature of this agreement is between two legal persons and will be governed solely by the legislation that applies in that situation.

>>Google Ads (formerly AdWords) performance and website visit reports

-Produce reports on Google Ads (formerly AdWords) performance: delivery rate, click-through rate, conversion rate and cost per conversion, sent daily, weekly or monthly (a custom solution using the columns you select);

-Produce reports on website visits: average time spent on the site, creation of specific goals and measurement of the conversion rate. These reports will be sent daily, weekly or monthly.

>>Call tracking phone number

The Agency will provide one or more call tracking phone numbers in order to measure and optimize the return on advertising budgets. The client acknowledges that, at the end of its collaboration with CyberPerformance, the phone number displayed on its website will not be handed over to it or offered for purchase. Any financial consequences or other damages caused by this clause are the sole responsibility of the party of the second part / the client.

>>Google Search Console setup

-Installation of JavaScript code that makes it possible to view rankings on the Google search engine

-Production of a SiteMap

-Production of reports showing rankings on the Google search engine (monthly)

-Advice on improving organic rankings in Google

>>Limitation of liability

The Agency’s liability is limited solely to the management of the advertising. It is up to the party of the second part to always verify the accuracy of the information provided in the ads, even though the Agency undertakes to pay the closest attention to the accuracy of the information used in the text and visual ads it publishes. Should an error slip through, it is up to the party of the second part to notify the Agency so that it can make the required corrections, and to do so promptly.

>>No representation by CyberPerformance; no guarantee of success for the client

The client acknowledges that, for the purpose of promoting the advertising Services and SEO optimization, CyberPerformance may share data, including statistics, performance estimates and other types of information that illustrate the results obtained by certain CyberPerformance clients or the average results obtained by certain groups of clients of CyberPerformance, SEMRush and Google. CyberPerformance declares that this data is accurate to the best of its knowledge and that it was obtained from reliable and independent sources. The client also acknowledges that this data is shared for information purposes only, that CyberPerformance performs no analysis of the client’s business and that, as a result, the results obtained by the client could differ considerably.

>>Billing

CyberPerformance will issue monthly invoices to the party of the second part for services rendered. The full amount is payable on the first of the month, with an interest-free grace period of 30 days. Past that deadline, annual interest charges of 30% apply (2.5% per month).

>>Advertising budget

With respect to the advertising budget selected, in the event of any overspending on a monthly, daily or weekly basis, the client agrees to assume full responsibility for that overspending, even in the case of a heavy financial loss or other damages.

>>Requirements for the collaboration

The party of the second part must grant administrator-level access to its Google Ads account (formerly Google AdWords) so that CyberPerformance can properly handle the advertising management of that account. In addition, for website optimization, the party of the second part must grant access to its hosting provider so that the Agency can make the changes required to optimize the site. This agreement constitutes a formal request to obtain the hosting access credentials (WordPress, CPanel & PHP My Admin). Should the party of the second part provide them late (more than 10 days after the signing date of this service agreement), the standard monthly fees still apply.

>>Exclusivity

The party of the second part agrees to transfer exclusivity for all of its online advertising mandates (Facebook sponsored link advertising, Instagram sponsored link advertising, LinkedIn sponsored link advertising, Waze and Google Ads) and its advertising management for the duration of the agreement, failing which a penalty of $500 (five hundred dollars) per month will be charged for breach of the agreement. The Agency reserves the right to work with other businesses of the same type as the client.

>>Early termination of the agreement

Should this agreement be terminated by the party of the second part, that party will be liable for penalties of $500 (five hundred dollars) for each month remaining on the agreement.

>>Non-payment

In the event of non-payment of invoices and other service fees, the Agency may exercise its legal rights against the client, at the client’s sole cost and expense, and the client will progressively remit the charges, fees and various costs required to pay the Agency’s lawyer or lawyers. Bailiff fees and the cost of a formal demand letter must likewise be borne by the client. As a result, even at the outset of any eventual lawsuit, the file opening fees must be paid immediately by the client, with annual interest of 35% in the case of late payment. The Agency will notify the client by telephone that the fees have not been paid. The Agency may begin proceedings in the 3rd month following the complete non-payment of the fees provided for.

>>Principle of progressive optimization

The mandate requested by the party of the second part is the optimization of its advertising. This mandate takes a certain amount of time, because it requires optimizing the advertising trends that deliver the best results. Depending on the budget allocated and the level of competition in the industry, the optimizations will be progressive, which will tend toward a progressive increase in profitability.

That said, the analysis of the first results will make it possible to eliminate, within a reasonable time, the results that at first sight are not profitable for the party of the second part.

>>Applicable taxes

Service fees and Compensation are stated before the taxes required by law. Neither party is responsible for the other party’s income tax and/or net or gross capital tax.

>>Billing

As per the terms set out in the agreement provided to the client

Cheques must be made payable to «CyberPerformance»

>>Limitation of liability

The Agency’s liability is limited solely to the management of the advertising. It is up to the party of the second part to always verify the accuracy of the information provided in the ads, even though the Agency undertakes to pay the closest attention to the accuracy of the information used in the text and visual ads it publishes. Should an error slip through, it is up to the party of the second part to notify the Agency so that it can make the required corrections.

In the event of damages arising from the infringement of a registered trademark, a registered concept, a patent or anything else, the client acknowledges that it will be solely responsible.

>>Writing text ads

The client authorizes the Agency to write various text ads, responsive ads (image with text), visual ads or other formats and to publish them directly without having obtained the client’s explicit or implicit consent. It is the client’s responsibility to verify by its own means whether the published ads meet its requirements and to remove them or pause them if they do not suit it. Any damage that would be caused by a false statement, inaccurate prices or any other potential damage arising from CyberPerformance’s ad creation is deemed to have been caused by the client. The client assumes full responsibility for everything that happens or is published in its Google Ads, Facebook Ads, LinkedIn Ads and other advertising accounts.

>>Terms and Conditions + Privacy Policy

At the conclusion of this agreement, CyberPerformance will provide the client with two documents that must be published on the client’s website. Once the FTP/CPanel/WordPress or other access credentials have been received, the Agency will publish these two essential documents on the client’s website at no additional cost, so that the specific conditions of Google Ads are met.

The Agency will provide the client with the documents within 3 days, and they will subsequently be published on the client’s website. The party of the second part agrees that, at the end of the 3 days following the sending of these documents by the party of the first part, if it has not signified its approval, the documents will be deemed approved as they stand and in the best interest of the client, and that if any damage were to result from this publication, the client would assume full responsibility for the content of the two documents, « terms and conditions » and « Privacy policy », published on its website. The client agrees to take on this responsibility and acknowledges and accepts that such an action engages its liability alone.

>>Acceptance of the conditions and terms relating to this agreement, acceptance of the advertising policies of the Google Ads advertising platform and Third Party policies

The client confirms having read the various clauses that govern this service agreement, such as the privacy policy and the terms of use of the CyberPerformance website, in addition to the supplementary conditions relating to this agreement available at cyberperformance.ca/accord-contrat-publicitaire, on top of those set out in this service agreement, and by affixing its initials and its signature confirms its approval. Should these con For the client’s advertisements to be published, Google has put in place rules and procedures that CyberPerformance will comply with. The client also declares having read the conditions (available at cyberperformance.ca/conditions-google-ads/) and, by signing this document, declares that it accepts them and will comply with them. In addition, the client declares that it has been informed of Google’s third party policy (https://support.google.com/adspolicy/answer/6086450?hl=fr) and understands that CyberPerformance and its representatives are not Google employees.

>>Damages caused by non-compliance with the GDPR or by a missing process for GDPR compliance

Following the proposal of the privacy policies, terms and conditions and other clauses relating to the use of the client’s website, the client acknowledges that it accepts as they stand the proposed clauses that will be published on its website. It accepts that if a legal entity were to exercise its right to sue, its liability alone would be engaged, and it releases CyberPerformance from any alleged damages or even damages awarded against it.

The Agency therefore reminds the client that it is the client’s responsibility to comply with the standards and regulations in force, based on the nature of its international transactions.

>>Search engine optimization

In order for CyberPerformance to carry out the optimization of the Google rankings of the website of the party of the second part, various corrections must be made through CyberPerformance. The FTP & CPanel administrator access credentials must be provided. Before the work begins, a backup copy of the web pages and databases will be made in order to guarantee the quality of the work provided.

To deliver stronger organic search results, various texts must be produced around themes and keywords. These texts will be produced based on the keywords and themes chosen with the party of the second part. Once the texts have been produced, CyberPerformance will send them to the party of the second part for approval and will publish them with the approval of the party of the second part.

The services include the production of up to 5 texts per month (up to 750 words per text).

The texts will be submitted by email to the party of the second part, and it is up to that party to approve them within a reasonable time (less than 7 business days after they are sent).

The Agency in no way guarantees a specific position and/or the maintenance of any given ranking.

>>Reasonable timelines

The client acknowledges that this agreement constitutes an official request for its access credentials: server, FTP, WordPress, Administrator account for Google Ads and any other web tool essential to carrying out the advertising mandate. These credentials must be functional and give real access to the tools mentioned.

The client acknowledges that it must provide the access credentials required by CyberPerformance within a reasonable time (less than 7 days after the signing of this agreement).  Should the client fail to provide the credentials required by the Agency, the client acknowledges that the monthly management fees remain payable and that CyberPerformance will not have to send a reminder or any notice to remind the client of its obligations.

Of course, in that situation, CyberPerformance will deliver the services that remain accessible to it without the missing credentials, such as the production of texts, keyword research and other work. Full rates will still be charged

>>Production of texts

In order to adopt the writing style that best matches what the client prefers, the Agency will wait for written approval (by email or by mail) of the first two texts provided before producing new ones. If the client is slow to approve the texts provided by the Agency, the other planned texts will not be produced. As stated in the service offer, the Agency undertakes to produce up to 5 texts per month.

The Agency employs professional writers and copywriters who write the various requested mandates on behalf of CyberPerformance. The client acknowledges that the texts provided may reflect a general knowledge rather than one specific to its field of activity. As a result, the client agrees, with no reduction whatsoever in the monthly management fees, to edit the various texts once they have been presented so that they reflect its various requirements.

The texts produced will be submitted to the client for approval, and when the client accepts them, the client confirms that it declares itself responsible for the statements made, potential damages, copyright and anything else. The client will be solely responsible.

>>Meetings, changes requested by the client and other matters

The client agrees to make itself available, at no charge, at the Agency’s request, in order to make changes or additions to the client’s advertising account.

The purpose of these meetings is to obtain approval of the various ad creatives and the various strategies when the Agency requires it.

>>Signature of a shareholder who holds less than 100% of the shares of the company (party of the second part)

By affixing its signature below, a shareholder who holds less than 100% of the shares of the company mentioned above (party of the second part) agrees that its signature be recognized as full and complete acceptance of the terms and conditions of this service agreement. Should the other shareholders of the party of the second part refuse, the signatory takes full responsibility for its actions and will stand behind the agreement as though it were a 100% shareholder of the company (party of the first part). Furthermore, this clause does not indicate that this agreement is entered into with an individual, but rather with a legal person, and both parties acknowledge that this agreement cannot be subject to the provisions of a business-to-consumer contract to which consumer protection legislation would apply. This agreement must therefore be interpreted solely as being between two legal persons.

October 5, 2018