The contract and the handover with an SEO agency

The workWho owns what the agency makes

business.gov.au puts the starting point in two sentences: “Under IP laws, the contractor automatically owns any IP they create. If the hirer wants to own the IP, the contract must state this.” For an SEO engagement, that can cover the page copy and articles written for your site, the keyword research and the reports.

Writing it into the contract is the first half. The Copyright Act sets the form for the second: “An assignment of copyright (whether total or partial) does not have effect unless it is in writing signed by or on behalf of the assignor.” The assignor is the agency handing the copyright over.

IP Australia’s guidance is that contractors sign a written contract before work starts, and it lists what that contract should clearly define, including:

• who owns the IP the contractor creates
• who has the right to use it commercially
• if, and when, ownership will transfer
• whether either party can improve or modify it, and whether that affects ownership
• confidentiality
• obligations to return copies of IP if or when work ends

The keys, part oneSearch Console roles

Search Console is where Google tells a site about a manual action, among other notices. For a contract, the role that matters is owner. Google’s help describes two kinds with the same full control: a verified owner, who proved ownership with a token such as an HTML file on the site, and a delegated owner, added by a verified owner without one.

Two rules from the same page matter for a contract. Only an owner can give other people access, and every property needs at least one verified owner, or no one has access at all. Google’s hiring advice adds a third, for the start of the relationship: if an SEO offers an audit, “only grant read access to Search Console (at this stage, don’t grant them write access).”

The keys, part twoGoogle Analytics users

Google’s Analytics help explains that users are identified by the email address of their Google account, and can be added to a whole account or to a single property. A user added at account level gets the same permissions on every property in that account. Adding or changing users needs the Administrator role, and deleting users needs the Administrator role at account level. The last Administrator cannot delete themselves.

So the useful question is the same as for Search Console: which Google account holds the top role, and is it one the business controls?

The agreementLines worth writing down

• The scope. The services you are buying, named; Google’s own list is in Google’s questions for an SEO.
• Ownership. Who owns the content, research and reports, and when copyright is assigned, in writing.
• Accounts. Whose Google accounts hold the owner role in Search Console and the Administrator role in Analytics, and what role the agency gets.
• Changes. A record of what is changed on the site. Google says an SEO with FTP access to your server “should be willing to explain all the changes they are making to your site.”
• Confidentiality. business.gov.au says the contract should specify the type of information that is confidential.
• Ending. A termination clause, which business.gov.au says can cover the situations it applies to, the notice needed and how to give it, money payable, and what happens to obligations such as confidentiality or intellectual property.
• Changes to the deal. Variations can be agreed verbally, but business.gov.au says it is best to put them in writing, signed by both parties.

The handoverOn the last day

1. Remove the agency from Search Console, tokens too

   Google’s help says a removed owner loses access, but their verification tokens are not deleted, and while a token remains they can re-verify. It says to delete all of that person’s tokens; if a removed owner does re-verify, all current owners are notified.

2. Make sure someone still owns the property

   If the agency was the only verified owner, Google says to verify ownership yourself to keep or regain access. If every verified owner is removed, everyone else loses access after a grace period, and the data keeps being collected with no one able to see it until someone verifies again.

3. Remove the agency from Analytics

   Google’s help notes that removing a user from a property also removes them from its subproperties, while removing them from a subproperty removes them from that subproperty only.

4. Collect what the contract says is yours

   Copies of content and reports come back on the terms the agreement set, which is why IP Australia lists the return of copies among the things a contract should define.

If the handover does not go to plan, business.gov.au says hirers should give a contractor a notice to remedy, so the contractor has a chance to fix the work before the hirer seeks remedies for a breach. When it goes wrong in the Territory follows a dispute from there.