Freelancer SEO Consultant Agreement
This Freelancer SEO Consultant Agreement has been designed for use by an
individual freelance SEO consultant contracting personally to provide his
services to a business client.
This document is in compliance with the GDPR (General Data Protection
Regulation). The Data Protection provisions in the document reflect GDPR
requirements. One of those provisions refers to a Privacy Notice available
on request, and you might wish to use our standard Privacy Notice for this
purpose: you can find it by clicking
The accompanying Consultancy (Company) SEO Agreement template is to be used
instead by the consultant when he contracts through his personal service
company (or other intermediary company) rather than directly. (The
information page with that template includes guidance about tax, employment
status, IR35 and agency workers, where an intermediary company is used).
This agreement aims to reduce the risk that the freelancer might be deemed
to be a de-facto employee of his/her client rather than a sole trader who
is a self-employed contractor. However, whether he is treated by HMRC, a
tribunal, or any other body, as self-employed will depend not only on what
is contained in his contract but also on all other circumstances: those
circumstances will include the way in which the contract is implemented and
the conduct of the client, the freelancer and anyone the freelancer engages
to do any of the work for the freelancer, and all related arrangements
HMRC provides some guidance on its website about self-employment. Its
decisions as to whether someone is a self-employed sole trader are often
based on a “balancing exercise” in which it gives weightings to various
factors. However, neither the HMRC guidance nor case law are sufficiently
precise to enable anyone to predict how in any particular case the
“balancing exercise” would be carried out or what HMRC’s conclusion would
be about that particular case. For that reason we recommend that you take
professional employment law, tax, and NIC advice in relation to your
particular circumstances before you decide to use or adapt this template.
Nevertheless, a carefully worded contract ensuring the independence of the
freelancer is a key starting point. As a self-employed freelancer (rather
than as an employee of the client), the consultant is, for example, free to
engage a suitably qualified person to do some or all of the work in his
place, is free to determine when, where and how work is completed (subject
of course to the client’s requirements), is free to take on other clients,
and most importantly may be subject to penalties if the work is not
completed on time.
Payment under this agreement may take the form of a single flat fee or
initial fee followed by a series of milestone payments. Moreover, the fee
also serves as consideration for the assignment to the client of the
copyright (and any other IP rights) in the work produced by the consultant.
The assignment of all copyright and other IP rights in the work produced
for the client by the consultant means that the client will own all of
those rights exclusively, and so the client will be free to use and exploit
the work as it wishes. The consultant is not granted any right to use or
exploit any of the work, and consequently he will not have any right to
make any use of any of the work for his own (or any third party) purposes.
Each party provides warranties and indemnities to the other with regard to
the non-infringement of third party intellectual property rights.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Freelancer SEO Consultant Agreement contains the following sections:
1. Definitions and Interpretation
2. Engagement of the Consultant
3. Nature of Engagement
4. Self-Employment Status of the Consultant
5. The SEO Services
7. Intellectual Property
8. Consultant’s Warranties and Client’s and Consultant’s Indemnities
9. Client’s Warranties
13. Nature of the Agreement
14. Data Protection
15. Data Processing
18. Alternative Dispute Resolution
19. Law and Jurisdiction
and the following schedule:
Schedule 1. The SEO Services Designated Search Engines Required Information
Name of any Assistant engaged by Consultant
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