Contract problem with SEO

[sysops]

Opinions and wisdom sought.

Two months ago we signed a contract with an SEO company to carry out work on one of our sites, for an initial period of 5 months.

Two month in, the campaign was delivering no measurable results, and I was of the opinion that the work they had carried out was poor quality.

I emailed them requesting that they stop work on the campaign immediately. Two invoices have been issued so far (month one and two), and both were paid on time.

They have refused to stop working on the campaign, insisting that they would carry on as per contract. This is despite my request to stop working on the campaign, and despite the fact that I've informed them that no future invoices will be paid.

On the one hand, we have signed a contract. On the other, the work carried out has achieved no results, and some of it may actually be damaging to the site (paid links).

Any opinions on best way forward?

 

[LawHound]

It depends on what is in the contract, if you signed a B2B contract without specifics in there about damaging ways to SEO your site then it will be more complex. Send over the contract and I will let you know what the best way forward is.

 

[Kernowman]

Before you get any more stressed over this, I think you should call in another SEO company with expertise to evaluate the work already carried out and provide a written report. This takes away your (presumed) naivety about SEO optimisation technicalities and puts your case onto a solid footing.

Next, send a copy of the report to your present SEO company and see what happens. They may decide to do a better job, or kick up a fuss, but what they cannot do if it is an adverse report, is enforce the remainder of the contract when it is their shoddy work which has effectively frustrated the contract.

 

[Michael Gerard]

As a lawyer specialising in contracts, a succint reply is that from authority, they are quite entitled to continue with performing their side of the bargain and seek the full value.

Therefore, be very careful. If you repudiate the contract, they have a choice, to either carry on with the campaign and seek the full contract value or, to accept your repudiation, bring the contract to an end and pursue you for damages, which will be the value performed at the time of the repudiation and the lost profits.

What you should be concentrating on therefore, is that the supply is to the standard set down in the contract, or if the contract is silent on standard, to either a reasonable standard or fit for purpose (if the supply includes design). If the standard is not to the expressed or implied level, then you must insist that the standard is raised, and until then, no payment. If the problem persists and they fall behind time, you may get to a point when they are in repudiatory breach.

Hopefully that helps a little?

 

[Kernowman]

As a lawyer specialising in contracts, a succint reply is that from authority, they are quite entitled to continue with performing their side of the bargain and seek the full value.

Therefore, be very careful. If you repudiate the contract, they have a choice, to either carry on with the campaign and seek the full contract value or, to accept your repudiation, bring the contract to an end and pursue you for damages, which will be the value performed at the time of the repudiation and the lost profits.

What you should be concentrating on therefore, is that the supply is to the standard set down in the contract, or if the contract is silent on standard, to either a reasonable standard or fit for purpose (if the supply includes design). If the standard is not to the expressed or implied level, then you must insist that the standard is raised, and until then, no payment. If the problem persists and they fall behind time, you may get to a point when they are in repudiatory breach.

Hopefully that helps a little?

Would an independent report from an SEO specialist to give an objective quantified summary of "reasonable standard or fit for purpose" be of any benefit for such subjective terms? I'm just trying to think ahead here.

 

[Michael Gerard]

Would an independent report from an SEO specialist to give an objective quantified summary of "reasonable standard or fit for purpose" be of any benefit for such subjective terms? I'm just trying to think ahead here.

Yes it would. However, the opinion would still be subjective, unless both parties agreed to instruct a single joint specialist / expert.

 

[sysops]

What you should be concentrating on therefore, is that the supply is to the standard set down in the contract, or if the contract is silent on standard, to either a reasonable standard or fit for purpose (if the supply includes design). If the standard is not to the expressed or implied level, then you must insist that the standard is raised, and until then, no payment. If the problem persists and they fall behind time, you may get to a point when they are in repudiatory breach.

Hopefully that helps a little?

Thanks for that. The problem is, this is SEO - the wild west of online services. The contract is as vague as it could possibly be.

There are plenty of supporting emails which imply (but at no point guarantee ;-) what level of results can be expected. But that's about it.

 

[sysops]

I decided to read through the whole contract, and guess what I found!

"Either party may terminate the agreement at any time by providing 30 days notice in writing."

I'm rather pleased.

 

[OldWelshGuy]

I decided to read through the whole contract, and guess what I found!

"Either party may terminate the agreement at any time by providing 30 days notice in writing."

I'm rather pleased.

When all else fails RTFM

it's a bloke thang

 

[sysops]

When all else fails RTFM

it's a bloke thang

I know, but they were so confident in insisting that they were going to carry on for the full 5 months that I was really very surprised to find that clause.