Consultancy (Company) SEO Agreement

Consultancy (Company) SEO Agreement

BS.FL.03B

This Consultancy (Company) SEO Agreement has been designed for use by a freelance consultant contracting through a personal service company (or other intermediary company) to provide his services to business clients rather than contracting directly as an individual. (The accompanying template, the Freelance SEO Consultant Agreement, is to be used instead when the consultant is an individual.)

This agreement aims to reduce the risk that, under employment law and any other applicable law, despite use of a personal service company, the consultant is regarded as an employee as opposed to a self-employed contractor.

Nevertheless, he might still be treated as an employee by HMRC, an employment tribunal or any other body, and legislation (such as IR35, agency worker, or other rules) might still apply in a way which adversely impacts the consultant’s or his personal service company’s legal, tax or NIC position. Whether that is so will depend not just on what is contained in this contract but also on all other circumstances. Those circumstances may include the way in which the contract is implemented, and all arrangements between the company, the client, and the consultant.

HMRC provides some guidance on its website about employment, self-employment, IR35, and agency workers. Its decisions on these points 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, before you to decide to use or adapt this template, you take professional advice in relation to your particular circumstances as to any impact on the company and the consultant of employment law, tax, and NIC rules.

A carefully worded contract ensuring the independence of the personal service company is still a key starting point. Unlike an employee, the company is an independent contractor which is free to provide any suitably qualified person rather than only the consultant or any other particular individual having to do the work, it is free to determine when, where and how work is completed (subject of course to the client’s requirements), it is free to take on other clients, and, most importantly, it 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 company.

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 Consultancy (Company) SEO Agreement contains the following sections:

1. Definitions and Interpretation

2. Engagement of the Consultant

3. Nature of Engagement

4. Status of the Consultant

5. The SEO Services

6. Consideration

7. Intellectual Property

8. Consultant’s Warranties and Client’s and Consultant’s Indemnities

9. Client’s Warranties

10. Liability

11. Confidentiality

12. Termination

13. Nature of the Agreement

14. Severance

15. Notices

16. Alternative Dispute Resolution

17. Law and Jurisdiction

and the following schedule:

Schedule 1. The SEO Services Designated Search Engines Required Information Any named Consultant staff

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