SEARCH ENGINE MARKETING SERVICE AGREEMENT

Terms of Service

Last updated: February 2026

1. Details of the Parties

This agreement is entered into between Alizée Baudez, sole trader (entrepreneuse individuelle — EI), registered under SIRET number 819 593 153 00045, VAT number FR94819593153, with her principal place of business at 1 rue de Wasselonne, 67000 Strasbourg, France, hereinafter referred to as "the Service Provider" or "the Consultant",

and

the person or organisation named in the accepted quote or signed contract, hereinafter referred to as "the Client".

By accepting any quote or entering into any contract with the Service Provider, the Client confirms that they have read, understood and accepted these Terms of Service.

2. Representations and Warranties

The Service Provider agrees to provide the Client with search engine optimisation (SEO) services, digital marketing strategy services, and/or analytics and reporting services, as defined in the accepted quote or signed contract.

3. Services Offered

The Service Provider offers the following service types:

SEO Strategy Sprint

A fixed-scope, time-bound SEO project focused on delivering a comprehensive SEO foundation. Includes a technical audit, on-page audit, keyword research, and a prioritised action plan. Duration: typically 4 weeks.

Content Strategy & Keyword Research

A structured research project resulting in a full keyword map and content strategy document. Includes competitor analysis, keyword identification, categorisation, and content recommendations.

Fractional SEO Support

An ongoing monthly SEO retainer providing strategic advisory, performance reporting, and execution support. Minimum engagement: 6 months. Renewed automatically on a month-to-month basis after the initial term, with 2 months' notice to terminate.

4. Worksite and Business Trips

The Service Provider works remotely from a location of their choice, taking into consideration the confidentiality of their work. The Service Provider may travel to the Client's premises on request and by mutual agreement.

Travel expenses (transport, accommodation, meals) will be invoiced separately, with supporting receipts. Travel time is billed in half-day increments at the current daily rate, communicated in advance.

5. Definitions

Key industry terms used in this agreement are defined below for clarity. These definitions are not exhaustive.

  • Deliverable – A tangible or intangible output produced for delivery to the Client, such as a report, document, spreadsheet, presentation, or guide.

  • SEO (Search Engine Optimisation) – The process of improving the visibility of a website in unpaid search engine results.

  • SEM (Search Engine Marketing) – The promotion of websites through search engine visibility, including both paid and organic channels.

  • Analytics – The measurement, collection, analysis and reporting of web data for understanding and optimising web performance.

  • SERP (Search Engine Results Page) – The page displayed by a search engine in response to a user query.

  • Keyword – A word or phrase typed into a search engine by a user.

  • Keyword Research – The process of identifying and analysing search terms to guide content and SEO strategy.

  • Keyword Cannibalization – Multiple pages competing for the same keyword, reducing the effectiveness of each.

  • URL Canonicalization – Specifying a preferred URL when duplicate content exists at multiple addresses.

  • Link Building – A technique for acquiring backlinks from other websites to improve organic visibility.

  • On-page – Content and elements on a website directly editable in the CMS.

  • Off-page – External factors influencing SEO performance, including backlinks and directory listings.

  • Conversion – A desired action completed by a website visitor (e.g. purchase, sign-up, enquiry).

  • KPI (Key Performance Indicator) – A metric used to measure progress towards a defined goal.

  • Confidential Information – All estimates, documents, recommendations, reports, emails and communications exchanged between the parties in connection with this agreement.

6. Proposals and Scope of Work

All quotes are based on project estimates and may be subject to change if the scope of work expands. Quotes are valid for 30 days from the date of issue.

Rush / Urgency fee: If services are requested with a shorter turnaround than stated in the initial proposal, a rush fee of 30% of the total amount may be applied. The Service Provider will communicate this in advance.

Scope changes: Work requested beyond the original scope will be charged at an hourly rate and formalised via a written amendment. Any additional hour started is billed in full.

7. Payment Terms

Fixed-scope projects (SEO Strategy Sprint, Content Strategy & Keyword Research)

A 50% deposit of the total fee (excl. VAT) is due upon signing the quote or contract. The remaining 50% balance is due upon delivery of the final deliverables, or upon expiry of the acceptance period (see Section 8).

Ongoing retainer (Fractional SEO Support)

Invoices are issued at the beginning of each month for that month's services and must be cleared within 30 days of the invoice date.

General payment terms

The base currency is the euro (€). All payments must be made in euros unless otherwise agreed. Payment must be made by bank transfer to the account specified on the invoice. No discount for early payment will be granted.

If the Client terminates the engagement before completion, they remain liable for all work carried out up to the date of notification.

Late payment will result in penalties applied automatically, without prior notice:

  • Interest at the rate applied by the European Central Bank to its most recent main refinancing operation, plus 10 percentage points;

  • A flat-rate recovery indemnity of €40 per invoice (per Article L441-10 of the French Commercial Code).

8. Deliverable Acceptance

Upon delivery of final deliverables, the Client has 5 business days to review the work and submit any feedback or revision requests in writing. If no feedback is received within this period, the deliverables are deemed accepted without reservation, and any outstanding balance becomes immediately due.

Revision requests must relate to elements within the original agreed scope. Requests outside the original scope will be treated as additional work and quoted separately.

9. Assignment of Specific Rights

To enable the Service Provider to carry out the services, the Client agrees to provide:

  1. Administrator access (full rights) to Google Analytics, or full access to existing traffic statistics on any other platform (such as Mixpanel, Hotjar, etc.);

  2. Google Search Console access at the email address specified by the Service Provider;

  3. Access to the website back-end for on-page optimisation, where applicable;

  4. Permission to communicate directly with relevant third parties (web designers, developers, agencies) if necessary.

10. Disclaimer

The Client acknowledges the following with respect to SEO and digital marketing services:

  1. The Service Provider has no control over the policies and ranking algorithms of search engines (such as Google, Bing, etc.). Positions, visibility, indexation and penalties are at the discretion of each search engine. The Service Provider does not guarantee ranking or specific positions in search engine results pages.

  2. The Service Provider assumes no liability for ranking fluctuations, traffic changes, or indexing issues. Ranking new websites is considerably harder than ranking established sites.

  3. Search engine rankings can fluctuate at any time due to algorithm updates or competitor activity. Such fluctuations are not covered by this agreement.

  4. The Service Provider does not guarantee results and is subject to a best-efforts obligation only. If their work is not implemented correctly by the Client or a third party, additional fees to rectify the situation may be incurred. SEO work is considered damaged or destroyed if changes are made to the website without consulting the Service Provider, including but not limited to:

  • Changing file, folder or URL structures of existing pages;

  • Switching CMS, migrating to HTTPS, or modifying the URL structure;

  • Editing, removing or deleting page content, HTML tags, or analytics tracking code;

  • Making changes to robots.txt, sitemap.xml, server configuration files;

  • Uploading a new website or substantially restructuring the site architecture.

  1. The Service Provider makes no guarantee regarding project timelines or additional expenses if: the Client provides content or assets that infringe third-party rights; the Client fails to provide required access or information in a timely manner; there are server outages or security issues on the Client's website.

11. Client's Responsibilities

The Client acknowledges the following:

  1. The Client is responsible for the content of their website, including compliance with applicable laws and regulations (intellectual property, data protection, content standards, etc.).

  2. The Client will provide the Service Provider with all information, access and support necessary for the good execution of services, in a timely manner.

  3. The Client undertakes to have all necessary rights to the content and assets they provide for use in the services.

  4. The Service Provider only transfers exploitation rights to deliverables upon full payment. All deliverables remain the property of the Service Provider until fully paid.

  5. The Client agrees to notify the Service Provider of any change in their situation (address, equipment, website platform, etc.) within 8 days of the change.

  6. In the event of non-compliance with any of the above obligations, the Service Provider may terminate the agreement subject to one month's notice, without liability for any reimbursement of sums already paid.

12. Intellectual Property

The Service Provider retains ownership of all deliverables until full payment has been received. Upon receipt of full payment, the Client is granted the exploitation rights to the deliverables within the scope defined in the quote or contract.

Any use of deliverables outside the agreed scope requires prior written consent from the Service Provider. The Service Provider's methodologies, tools and proprietary frameworks remain their exclusive property in all circumstances.

Training materials (slides, documents) remain the sole property of the Service Provider and must not be distributed to any person or entity that did not attend the session.

13. Confidentiality

Both parties agree to treat as strictly confidential all information exchanged in connection with this agreement, including estimates, reports, recommendations, emails, and all communications related to the services. This obligation applies throughout the term of the agreement and for 1 year after its end or termination.

The Service Provider may reference the existence of the collaboration for promotional purposes, unless otherwise agreed in writing.

14. Data Protection (GDPR)

Both parties agree to comply with the General Data Protection Regulation (GDPR — EU 2016/679) in connection with the performance of this agreement.

Service Provider's obligations

The Service Provider undertakes to: process personal data only for the purposes set out in this agreement; implement appropriate technical and organisational security measures; respect the rights of data subjects (access, rectification, erasure, portability); notify the Client immediately in the event of a personal data breach.

Client's obligations

The Client undertakes to: provide only the personal data necessary for service delivery; obtain any required consents from relevant data subjects; notify the Service Provider of any data subject requests or complaints.

Retention

The Service Provider retains personal data for the duration of the contractual relationship and disposes of it upon request or at contract end, except where required by law.

15. Advertising and Promotion

The Service Provider may, during events, in professional publications, on their website and in commercial materials, refer to the services provided to the Client as a commercial reference, unless otherwise expressly agreed by the parties.

16. Contract Modification

Any modification to the scope of services will require a written amendment, signed by both parties under the same conditions as the original agreement or quote.

17. End of Contract or Cancellation

This agreement can be ended by mutual agreement, at the end of its term, or cancelled for serious breach of contract. Fixed-scope contracts may be cancelled if work has not yet begun, or in cases of force majeure preventing either party from fulfilling their obligations.

For the Fractional SEO Support retainer: either party may terminate after the initial 6-month period with 2 months' written notice.

Upon termination for any reason, all fees for work already performed remain due. Amounts already received by the Service Provider are non-refundable.

18. Governing Law and Jurisdiction

The Service Provider works from France, so French law governs this agreement. In the event of a dispute that cannot be resolved amicably, the courts of Strasbourg shall have exclusive jurisdiction.

By agreeing to any quote or contract with the Service Provider, the Client confirms that they have read and fully understood this agreement, and that they are legally authorised to enter into it.

Alizée Baudez EI — 1 rue de Wasselonne, 67000 Strasbourg, France

SIRET 819 593 153 00045 — TVA FR94819593153 — hello@alizeebaudez.com — alizeebaudez.com