SERVICE LEVEL AGREEMENT – SEARCH ENIGINE OPTIMIZATION CONTRACT
Entered into by and between:
SEOPROS (Pty) Ltd
REGISTRATION NUMBER: 2016/059553/07
VAT Nr 493 027 3257
herein represented by
Louis J Schoeman, ID number * , duly authorised
(Herein referred to as “SEO PROS”)
With chosen domicilium citandi et executandi
39 Murray Street
P.O. Box 15054
REGISTRATION NUMBER: ________________________________________
Herein represented by _____________________________________, ID number
_____________________, duly authorised,
(Herein referred to as “the Client”)
With chosen domicilium address:
Which addresses the parties hereby elect as their representative for the delivery and serving of any notice and/or pleadings.
WHEREAS The Client is desirous to appoint SEO PROS to perform the services as set out in this agreement,
And whereas SEO PROS is willing to deliver the services at the fee/consideration as agreed upon.
Now therefore the parties agree that:
- “SLA” – “Service Level Agreement,” referring to this agreement.
1.2 “Article” – Website content page containing photos and text.
- “Website Content Maintenance” – The updates of the content and graphics of a website.
- “Graphic Design” – The creation of artwork for the use of print advertisements or
- “Framework Support and Maintenance” – The checking, verifying and updating of a website framework’s security integrity and compatibility.
- “CMS” – Content Management System, allowing for the maintenance and updating of content via a user interface.
- “HTML” – HyperText Mark-up Language – the “language” that websites are comprised of.
- “Firewall”- a software based security framework that is designed to prevent unauthorized access to or from a private network, hereby preventing malicious attacks from unauthorized internet users aiming to access private users connected to the internet/intranet networks.
- “Browser” – Software used by a device to view webpages.
- “Website hosting” – a Service on which websites are served to visitors. These hosts have allocated amounts of disc space and traffic allowances.
- “Downtime” – A state of unavailability during which a website cannot be accessed.
- “Domain” – The reserved name and address that is assigned to a website by means of registration, by which that website can exclusively be reached on the internet.
- “Website Traffic” – Visitors to a website generate traffic every time an image, page or content is viewed, amounts of data is sent and received by visitors to a website and bandwidth is used.
- “Database” – Tables in which a website can store and retrieve data.
- “Workspace” – Online collaboration and document control system that allows for task assignment and communication between staff and SEO PROS.
- “SEO PROS Staff/Staff” – All employees of SEO PROS, including temporary staff and sub-contractors for the purposes of this contract as well as any person performing a task reasonably necessary for the completion of services rendered in terms of this SLA, for which this person is remunerated by SEO PROS.
- “Module” – a Component that independently plugs into a website and can be purchased as a separate plugin for the performance of a specialized task. Examples include Facebook and weather display modules.
- “Access Control” – the control and allowance of SEO PROS staff and Client side members to gain access to the website. The Client permits SEO PROS to maintain the content of the website. Where access is required for managerial and administrative reasons that will be provided by The Client, SEO PROS will grant The Client access to the relevant data as required by The Client upon Client’s insistence.
- “Client Side Members” – Representatives and Employees of The Client who require access to the website for practical and managerial reasons.
- “SEO” – Search Engine Optimization refers to the continued compliancy to search engine ranking rules and requirements.
- “The Third party entity” – Should the Client represent a business or an organisation on behalf of which The Client instructs SEO PROS to perform SEO services, this business or organisation will be referred to as “The Third party entity”.
- “Contract” – The whole agreement
- “Backed up” – A duplicated or copy of the website.
- CPA: Consumer Protection Act
- “Debit Order” – A mandate for automatic collection on services provided.
NOW THEREFORE THE PARTIES AGREE THAT:
The support and services to be rendered by SEO PROS to The Client will comprise of the following terms:
2.1 SEO PROS’ Website SEO services include, but are not limited to, the following:
- Please refer to The Client invoice for a detailed description of services rendered.
Please note: Items are subject to change based on Google’s best practises and ever changing algorithm.* The contract is based on Google rankings based on the clients approved industry keywords available on the Keyword Checklist which has been signed off by the client.
2.2 Due to the strict SEESA policies and procedures and seeing that SEO PROS is a member of this organisation and the following company documentation will be needed per SLA:
*Enrolment Form (to be supplied by SEOPROS and completed by client)
*Company Documentation (CIPRO Docs)
*Copy of the director/s ID Documents
*Signed Debit Order Mandate (to be supplied by SEOPROS and completed by client)
*Signed Pro-Forma/Estimate documentation (to be supplied by SEOPROS and completed by client)
*Signed client screening form (to be supplied by SEOPROS and completed by client)
*Signed website checklist form (to be supplied by SEOPROS and completed by client)
- SERVICES PROVIDED BY SEO PROS:
3.1 SEO PROS will provide the required services to the Client on an industry acceptable level.
3.2 SEO PROS exerts no control over the policies of search engines with respect to the content that they accept, neither will this be the case in future. Consequently, SEO PROS will not be liable for changes in directories and/or search engines and the effects thereof on the web page on whose behalf the Client has requested SEO PROS services as listed in the clause.
3.3 SEO PROS does guarantee at least 1(one) keyword/phrase on the 1st page of Google within 9 months or your complete money back. We perform advanced search engine optimization according to the current best practice of Google, and only if agreed upon in the client’s contract. SEOP PROS main focus is organic ranking and lead generation.
Full Support from 08:30 – 16:30 on weekdays.
The order in which websites are ranked in the natural search results is controlled by the search engines. During the web design, and on page processes, SEO PROS can optimize the website initially for search engines by making it search engine friendly.
Clause 3.3 is automatically annulled if Client fails to pay invoice amount before the 7th of each month unless other written prior payment arrangements have been made with the Accounts Manager.
3.4 All website related, graphic design related or any marketing related changes must be sent via email to email@example.com. No other communication methods will be accepted.
3.5 In order to enable SEO PROS to provide professional SEO services, The Client agrees to the following:
3.5.1 The minimum contract period for the SEO Service Level Agreement between SEO PROS and The Client is 6 (Six) months from the date of contract signage.
3.5.2 The following services are not included in the Clients SLA.
- IT or Computer support.
- Email Support for clients not hosting with SEO PROS.
- Supplying of 3rd party software.
- UNDERTAKING BY THE CLIENT:
4.1 In order to enable SEO PROS to provide professional SEO services, The Client agrees to the following:
- The Client undertakes the responsibility to inform SEO PROS as to which keywords they wish the web page to rank on and to inform SEO PROS via email to firstname.lastname@example.org if other keywords or additional keywords must be targeted.
The Client will provide SEO PROS with all completed SEO PROS checklists, all required support, full and complete login details, feedback and assistance required to fulfil SEO PROS’ obligations in terms of this agreement. This includes, but is not limited to: administrative information, permission to communicate directly with any third parties (for example your web designer, if necessary), access to website traffic statistics, social media accounts, website log-in details, server log in details, the authorisation to use Client’s logos, pictures, trademarks, associated images and content for SEO purposes and the provision of additional content in case of the need thereof for SEO purposes. Clients are requested to attend dedicated monthly marketing meetings to discuss their marketing needs and roll out plans.
- The Client takes responsibility to guide SEO PROS on a monthly basis on those areas of their business to be marketed. In the case that no brief is received by SEO PROS from the Client, SEO PROS has the right to use its own discretion in regards to articles and visuals to market the Clients business.
- It is The Client’s responsibility to ensure that their website lead forms are working and sending leads to the Clients inbox. In the case it is not working, it is the client’s responsibility to notify SEO PROS immediately.
- Any services over the allotted time as specified on the invoice will be billed at R550 ex Vat per hour.
5.1 This agreement commences on the Signature Date and will remain in force for a period of:
5.1.1 If the Client is a juristic person (as defined in the CPA), a period of 6 months calculated from the last commencement date;
5.1.2 If the Client is not a juristic person (as defined in the CPA), a period of 6 months
calculated from the signature date.
5.2 Thereafter, this agreement will automatically continue in force for a further one month period unless terminated by SEO PROS or the Client by giving the other Party at least 20 Days’ written notice of termination.
6.1 The Client has the right to terminate the Agreement, for no particular reason or cause, at any time, on 20 (Twenty) Business days written notice. Termination will be subject to payment of a reasonable cancellation fee, determined using the guidelines set out under section 14 and Regulation 5(2) of the CPA.
6.2 Upon the expiry of the 20-day working period referred to in clause 5.1, the Agreement will automatically terminate.
- In the event that the Customer is not a juristic person, the Provider must give written notice to the Customer not more than 80 and not less than 40 business days before the expiry of the current period. This notice must inform the Customer of:
- the expiry date;
- any material changes that will apply to the Services beyond the expiry date,
- the Customer’s right to either terminate the Service or renew for a further
6.5 The right to terminate this Agreement in terms of clause 6 may only be exercised on the condition that the party electing to do so has met all of the terms of the Agreement.
6.6 All cancellation notices must be sent in writing to email@example.com – no other form of communication to cancel the agreement will be accepted.
7.1.1 SEO PROS will provide a written quotation to the Client before the initiation of the services. Should the Client agree and accept the quotation by signing the written quotation, the Client will be liable to pay the monthly instalment as agreed.
- Please note that an R140.00 debit order return fee will be charged on all failed debit orders.
SEO PROS will send all invoices to the email provided by the Client. The invoices will be sent on the 23rd day of each month. The Client’s invoices will reflect all transactions, outstanding balances and the minimum payment that will be deducted from your account. Should the client wish to see full statements, clients must email firstname.lastname@example.org for more detailed reports.
- DEBIT ORDER
9.1 By entering into the Agreement and signing the Debit Order consent form, the Client agrees that SEO PROS will debit your bank account (debit order) for monthly instalments as well as any other additional services.
9.2 The Client agrees that SEO PROS may track your bank account and represent the payment instruction when you have sufficient funds available (in the event that you do not have sufficient funds available at the debit order date). Failure to make payment will authorize SEO PROS’s decommissioning of the website and associated services.
9.3 By entering into the Agreement and signing this Agreement, the Client agrees that SEO PROS will debit your bank account (debit order) for your monthly instalments as well as any other additional services.
9.4 The Client hereby authorizes SEO PROS to issue and deliver payment instructions to the bank for collection against the Client’s above mentioned account, at the Clients above-mentioned bank or any other bank or branch to which the Client transfers his/her account, on condition that the sum of such payment instruction will never exceed the Client’s obligations as agreed to in this Agreement, and commencing on the commencement date and continuing until this authority or agreement is terminated by the Client, giving notice in writing of not less than 20 working days and such notice shall be delivered by prepaid registered post or delivered to the chosen domicilium address of SEO PROS.
9.5 The individual payment instructions hereby authorized must be issued and delivered as follows:
9.5.1 On the 25, 1 or 7 day of each and every month commencing on _______/________/2017.
9.5.2 In the event that the payment day falling on a Saturday, Sunday or on a recognized Luxembourgn Public Holiday, the payment day will automatically be the very next ordinary business day.
9.6 The Client agrees and acknowledges that the withdrawals hereby authorized will be processed through a computerized system provided by the Luxembourgn Banks. The Client also agrees and understands that the details of each withdrawal will be printed on the Clients bank statements. Each transaction will contain a number, which must be included in the said payment instruction and if provided to the Client, should enable the Client to identify the Agreement. A payment reference will be added to this agreement before the issuing of any payment instruction.
9.7 The Client agrees and acknowledges that he will not be entitled to any refund of amounts which SEO PROS has withdrawn while this authority and agreement was still in force if such amounts are legally owing to SEO PROS.
9.8 The Client agrees and acknowledges that all payment instructions issued by SEO PROS shall be treated by the Clients bank as if the instructions had been issued by the Client personally.
9.9 The Client agrees and acknowledges that this authority and agreement has been ceded to SEO PROS’ Debit Order Bureau.
- Any outstanding debt can be collected via debit order if EFT payment fails.
- DEFAULT PAYMENT POLICY
If payment has not been received by the due date, SEO PROS has the right to suspend all ongoing work for the Client, until such time that full payment of the outstanding balance has been received. SEO PROS reserves the right to deactivate the Clients website (only applicable if SEO PROS is hosting the client’s website) in the case of non-payment. SEO PROS will send out an email notification informing the Client to make the payment within 7 (seven) days. If the deadline is missed, SEO PROS has the full right to deactivate the website. The website will be made active after the payment obligation is met (the payment obligation will include an R 1 000 activation fee levied upon the Client).
- THE CLIENT AS REPRESENTATIVE OF “THE THIRD PARTY ENTITY”
I/we, ________________________________________________, the duly authorised representative(s) of the Client herein, declare that the Client has the authority to request the services from SEO PROS, as requested in this Agreement. I declare that the Client has the authority to request such services on behalf of the Third party entity on strength of a legally binding agreement between the Client and The Third party entity. Should the relationship between the Third party entity and the Client as it is conveyed to SEO PROS be fraudulently conveyed as such and damages be incurred as a result, SEO PROS will not be considered liable for such damages.
- NATIONAL CREDIT ACT
The parties hereto confirm that this transaction does not fall within the ambit of the National Credit Act 34 of 2005.
- CONSUMER PROTECTION ACT
The parties hereto confirm that their rights and obligations in terms of the Consumer Protection Act, 68 of 2008, have been perused by themselves and are clearly understood in as far as they are applicable to this transaction. The parties enter into this agreement voluntarily with the applied knowledge of the Consumer Protection Act.
- DOMICILIUM CITANDI ET EXECUTANDI
The parties hereby elect as their respective addresses the following addresses for the delivery and serving of any notice and/or pleadings:
39 Murray Street
P.O. Box 15054
THE CLIENT: ___________________________________
Or such other address within the Republic of Luxembourg as the parties may indicate in writing.
The Client hereby consents to the jurisdiction of the Magistrate’s Court to adjudicate any legal dispute that may arise between them from the terms and conditions of this SLA. Should either party be compelled to resort thereto as a result of a breach of the terms if this Agreement, that party will be entitled to collect damages as well as costs on an Attorney-and-Client scale and interest thereon from the other party.
- VIS MAJOR
16.1 In the event of an external factor such as labour strikes, natural disasters, vis major, fire, or acts of government, the affected party being a bona fide affected party, being the sole cause of impossibility to perform or delay performance, the party in default will not be held liable for such a delay, should such conditions be beyond reasonable control of the party in default.
16.2 SEO PROS will not be held liable for damage incurred by the Third party entity as a result of any wrongful (intentional/negligent) act performed by the Client that causes damage to arise therefrom.
- WHOLE AGREEMENT
The parties hereto agree that this SLA is the full and final Agreement and that any variations thereof shall be valid only when reduced to writing and signed by duly authorised representatives of both parties. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of the Agreement shall still remain valid and in effect.
SIGNED ON THIS THE ____ DAY OF ________ 2017 AT ________________________.
ON BEHALF OF SEO PROS
IN THE PRESENCE OF WITNESSES: