Rules and ethics
Part of UK local SEO rules and ethics for agencies
Local SEO commercial contracts explained clause by clause
A clause-by-clause guide to local SEO contracts, covering scope, ownership, data protection, claims, fees, exit and standard contract protections.
What to take away
A local SEO commercial contract is a written agreement that records what work will be delivered, what it costs, who owns what, and how either side can end it.
- It should name the deliverables, the reporting method and the fee, because vague scopes cause most disputes.
- It should state who controls the client's website, its Google Business Profile and its analytics accounts.
- It should cover personal data, since outreach and review requests usually involve contact details.
- It should set payment terms, a notice period and the handover duties at the end of the term.
- Consumer-facing claims must not mislead, or the advertiser risks action under the advertising codes.
The clauses below cover local SEO work delivered to businesses in England. Some rules differ in Scotland, Wales and Northern Ireland. This is general guidance, and individual cases need a qualified adviser.
Which terms define the commercial scope?
- Scope.Define the services, locations covered, exclusions and any client responsibilities. A contract that promises "local SEO" without naming pages, citations or profiles leaves both sides guessing.
- Deliverables and reporting.List the work to be completed, when it is due, how progress will be reported and what the client must approve.
- Variation and change control.Require written agreement to changes in scope, fees or timings, and say how those changes will be recorded.
Deliverables schedule to request
- Which service pages
- Which location pages
- Which directories
- Profile updates per month
For wider context, the site's Local SEO: UK rules and compliance guide for 2027 sets out the compliance backdrop that contract clauses should reflect.
Who owns the accounts and the data?
- Account ownership and access.Confirm that the client controls the Google Business Profile, domain and analytics property, and specify the agency's access and handover duties.
- Intellectual property.State who owns new copy and other work, whether rights are assigned or licensed, when that happens and how third-party assets may be used.
Assets the client must own
- Google Business Profile
- Domain name
- Analytics property
- Transfer terms and costs
- Confidentiality. Require each party to protect the other's non-public business information, set out any permitted disclosures and say whether the duty continues after the contract ends. If the supplier builds assets in its own accounts, also specify how they transfer and at what cost.
How should data protection be handled?
- Data protection and marketing. Where the agency processes personal data for the client, identify their respective controller and processor roles. The ICO's step-by-step guide to direct marketing for your small business explains consent, soft opt-in and the right to object; electronic direct marketing must also be checked against the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR).
A data processing agreement should sit alongside the main contract, covering purposes, retention and breach notification.
What limits apply to advertising claims?
- Warranties and representations.Each party should confirm it has authority to enter the agreement; the client can authorise use of materials it supplies. Avoid guaranteeing rankings that the agency cannot control. Any claim the agency writes into a campaign, such as "number one in the city", needs evidence. The ASA advice for businesses page summarises the CAP Code duties that apply to online marketing by UK advertisers.
- Claims and approvals.Set out who approves advertising claims and who keeps the evidence supporting them. 10. Indemnity. Specify which defined losses or third-party claims each party must cover, how claims are notified and who controls their response; have the wording checked by a qualified adviser.
How are fees and exit handled?
- Fees and late payment. State the amount, billing cycle, VAT treatment and late-payment interest. For example, a team paying £1,200 a month on a twelve-month term should see the £14,400 total, not just the monthly figure. If the contract uses statutory interest for late commercial payments, name the Late Payment of Commercial Debts (Interest) Act 1998.
Fee basis
- Fixed-scope project
- One-off price per deliverable
- Monthly retainer
- Rolling monthly fee
- Performance-linked
- Base fee plus bonus
Clause to watch
- Fixed-scope project
- Changes outside the schedule
- Monthly retainer
- Notice period and renewal
- Performance-linked
- How the bonus is measured
- Term, renewal and termination. State the initial term, whether and how it renews, the notice needed to end or prevent renewal, and the consequences of termination. Explain any early-termination charge and how it is calculated, along with notice periods, handover duties and the return of client data.
What other standard clauses belong in the contract?
- Liability. Set out any liability cap, excluded losses and exceptions for legal review. 14. Force majeure. Explain what happens if events outside a party's reasonable control prevent performance. 15. Notices. Specify permitted delivery methods and when a notice takes effect. 16. Disputes and governing law. Set out any escalation process and identify the governing law and courts. 17. Non-solicitation. If needed, define any restrictions on approaching the other party's staff or clients, with their scope and duration.
What market and regulatory context applies?
The ONS business statistics cover UK business demographics and help size the local market a contract will serve. Where an agency sells services to a consumer, the Consumer Rights Act 2015 and guidance from the Competition and Markets Authority (CMA) may be relevant; consumer terms must not mislead or unlawfully remove rights.
The site's Local SEO advertising rules: data and sources gathers the source material behind these claims, which is worth reading before you draft warranties.
Should the contract be reviewed by a lawyer?
Yes, for anything material. Contract law, consumer law and data protection interact, and a template cannot cover every case. England-specific points, including governing law and jurisdiction, should be checked by a qualified adviser.
Common questions
Does a local SEO contract need to be in writing?
Not always, but a written record is far easier to enforce. It should set out scope, fees, ownership and termination.
Who owns the Google Business Profile under the contract?
The client should own it. The contract should say so and describe how access transfers if the agency changes.
Can a contract promise first-page rankings?
It should not. Search results change, and an absolute promise is hard to substantiate under the advertising codes.
Is a data processing agreement required?
Where personal data is processed, UK GDPR Article 28 requires a written arrangement between controller and processor. The ICO guide covers the practical steps.
