Terms and conditions for an SEO agency

An SEO agency sells influence over a system it does not own, run by companies that change the rules without notice. The terms have to say exactly that, in a way clients accept, and then deal with the practical matters: access to the client's website, who owns the content, how results are reported, how long the client commits for, and what happens to the work when they leave. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

SEO agencies, consultants and digital marketing businesses in England and Wales working for business clients on monthly retainers, audits and one-off projects. These are business-to-business terms.

What matters in SEO terms

No guarantee of rankings or traffic

The terms should state that search engines control rankings, that their algorithms and policies change without notice, and that you do not guarantee any position, traffic level or revenue. Services are performed with reasonable skill and care in line with the search engines' published guidelines as they stand, and the terms should say that a change in those guidelines is not a breach and may require changes to the strategy at the client's cost.

Access, implementation and the client's part

SEO depends on changes the client has to allow. The terms should require the client to give access to the website, analytics and search console accounts, to implement recommendations promptly or accept that results will be affected, and to tell you about other agencies or changes made to the site. Where the client's developer will not make changes, the terms should say the delay is theirs.

Content, links and ownership

Content written for the client should pass to the client on payment, with the agency keeping its methods, templates and tools; under the Copyright, Designs and Patents Act 1988 that needs to be said. The terms should say that outreach and links are obtained in line with the search engines' guidelines, that you do not buy links or use practices that risk penalties unless the client instructs otherwise in writing and accepts the risk, and that you are not responsible for penalties arising from the client's own past practices.

Reporting, fees and minimum term

The terms should say what is reported and how often, that reports show the metrics available from the tools used and may differ from the client's own data, and that fees are invoiced monthly in advance with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998. A minimum term is normal in SEO because results lag; the terms should state it, the notice period after it, and the right to suspend for non-payment.

Liability, data and exit

Liability should be capped at a figure that matches your insurance, with consequential loss and loss of profit excluded, tested for reasonableness under the Unfair Contract Terms Act 1977. Where you access customer data in analytics you may be a processor under the UK GDPR and the Data Protection Act 2018, and the terms should say so. On exit the client keeps the content and the accounts, the agency removes its access, and any work in progress is paid for; the terms should say that you have no continuing obligation to maintain rankings after the engagement ends.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A search engine update wiped out the client's rankings. Are we in breach?

If the terms say that search engines control rankings, that their changes are outside your control and not a breach, and that no ranking is guaranteed, you are not. The remedy is a revised strategy, charged as the terms provide.

The client wants us to buy links. Can we do it?

The terms should say that you work within the search engines' guidelines and that riskier practices are undertaken only on the client's written instruction with the risk accepted by them. Refusing is also allowed, and the terms should let you decline.

Can we insist on a six-month minimum?

A minimum term is normal for SEO and the terms can provide one, with the notice period that follows and the fees for the minimum term payable if the client leaves early. State it clearly in the proposal as well as the terms.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a marketing agency

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.