In this episode of the International Web Effectiveness Podcast, Bill Hunt and Bill Scully discuss the critical role of web; service contracts in enhancing web effectiveness. They explain how well-structured contracts can transform legal hurdles into strategic advantages, providing practical tips on negotiating clear deliverables, managing expectations, and ensuring transparency in digital marketing agreements.
Key Takeaways
- Define Deliverables Clearly: Ensure all services and expectations are explicitly outlined in the contract to avoid ambiguity and misunderstandings.
- Ensure Transparency: Be clear about fees, ad spend, and any additional costs. Ensure there are caps on monthly spend and understand how charges are applied.
- Secure Data Ownership: Confirm that you own your data and accounts. Avoid situations where agencies claim ownership of content or reporting.
- Review Termination Clauses: Understand the process for terminating the contract, including any fees and the handling of data.
- Consider Jurisdiction: Be aware of where legal disputes will be resolved and the implications for both parties, especially if dealing with companies in different locations.
- Leverage Contracts for Protection: Use contract terms to your advantage, ensuring they protect both parties and reduce potential issues.
Catch the Full Episode
YouTube: https://youtu.be/5fQ3u_4YsgU?si=D5fjXoAmNLi1PNgJ
Spotify: https://open.spotify.com/episode/0qZQP1c5eT1Ggjz8TpPELs?si=SudEKtJNRT-Q1Pw10qnQdQ
Transcript
Bill Scully: Welcome to Episode Nine of the International Web Effectiveness Podcast, where Bill Hunt and I, Bill Scully, focus on the strategies and techniques necessary to improve your web presence and manage your global websites. In our last episode, we discussed how to navigate the IT line of death and shared some great tips on getting your tickets approved.
In this episode, we’re going to discuss digital marketing service contracts and web effectiveness. Corporate lawyers sometimes get labeled as the “sales prevention team” because of how long it takes to get contracts reviewed and the restrictions they place. But what if I told you they could actually be a key asset in improving your web effectiveness? We’ll dive into how to leverage contracts to your advantage, turning legal reviews into opportunities that truly protect you.
I’ve had experience as a sales manager and general manager in a large corporation. I went through extensive training on terms and conditions, contract reviews, and negotiations. In my experience, the best contract terms satisfy both parties. From a buyer’s perspective, it’s essential to receive what you’re paying for while ensuring you’re not harmed through no fault of your own. Sometimes, unintended consequences arise, and you want to ensure they don’t negatively impact you if someone else caused them.
We both have examples and insights into what people should consider when entering into contracts. Do you want to start?
Bill Hunt: Sure. I think the number one thing is removing ambiguity—exactly like you said. What are we paying for? What are our expectations? A lot of times, people assume they’re getting things that aren’t explicitly stated in the contract.
One of the most common issues I’ve seen—especially in audits—is when companies assume certain features are included in a service. A classic example: I once audited all the market websites for a company, about 20 different brand sites. Half of them had just been rebuilt by a well-known agency. During negotiations, the agency claimed to understand SEO, leading the client to assume they were getting SEO-optimized websites.
Of course, when I conducted the audit, that wasn’t the case. After reviewing 15 or 16 of these sites, we had a meeting, and the same issues kept coming up. The agency rep happened to be walking by, and they called him in. The client asked, “Hey, this guy has been tearing us up in these audits. None of our sites are SEO-friendly. We thought you had SEO expertise. Why aren’t our sites optimized?”
The agency rep thought for a moment, put on his sales hat, and said, “Well, the contract didn’t include SEO. We sell that as a separate module.”
The client was frustrated, assuming SEO was part of the package. But because it wasn’t in the contract, the agency was in the clear. They decided to take it offline and figure out a solution.
The moral of the story? You can’t make assumptions. If you want an SEO-friendly website, define those requirements in the contract.
Bill Scully: That’s a great point. Big companies almost always require compliance with their brand standards. They have strict guidelines on logo usage, messaging, and references. Many even have automated tools to check compliance across different markets. Yet, when it comes to SEO or other web development best practices, those aren’t always baked into contracts.
Bill Hunt: Exactly. One strategy I’ve used—and something we did at P&G—is incorporating search best practices into brand guidelines. Instead of saying, “You must write title tags a certain way,” you frame it as, “The webpage must be referenced using X standard.” If it’s in the contract, the implementation team must comply.
If a client specifies in the contract that the website must be built to be search-friendly, and it isn’t, they can hold the agency accountable. The agency must fix it for free because it’s contractually required.
In the case of the agency I mentioned earlier, they were protected because SEO wasn’t in the contract. If the client wanted it, they had to purchase it separately. Many agencies operate this way, offering essential services as add-ons rather than default inclusions.
Bill Scully: It really comes down to making contracts a win-win. Clients need to be explicit about their requirements, and agencies need to clearly define what is and isn’t included. If both parties agree upfront, it prevents disputes later on.
I have a funny story. When I was a general manager at a company owned by a larger corporation, one of our salespeople secured a massive contract with an oil and gas company. The company was at risk of being classified as a hazardous waste site unless they cleaned up their discharge ponds. We had a $1.7 million contract with a strict seven-week deadline to meet EPA regulations.
However, the client insisted on a penalty clause—daily fines if we missed the deadline. The amount was excessive, and we were confident in our ability to deliver. So, we countered: we’d accept the penalty clause if they agreed to a bonus clause for early completion. They agreed, and we ended up finishing a day early.
Bill Hunt: Here in Connecticut, for example, whenever a tanker truck catches fire and destroys an overpass, they estimate nine months to rebuild the bridge. But then they offer a million-dollar-a-day bonus for each day it’s delivered early, and magically, they build the bridge in six weeks. The incentive works both ways—as a punishment and as a reward. It’s really interesting.
Bill Scully: Yeah, so you also have some experience with the sale of companies to licensees, right? That’s an interesting situation we see. I’ve had a lot of experience with the challenges of this through Hreflang Builder.
Bill Hunt: Let me give you an example. If a private equity company buys a brand and then sells off pieces to licensees, you might end up with ten different companies paying a licensing fee to use the brand name. These licensees are independent, like franchises, but they own the rights for specific regions, such as the United Arab Emirates, the Philippines, or France.
Even though they’re separate entities, they often use the same web infrastructure, sell the same products, and follow strict contractual guidelines to protect the brand’s image. However, there’s usually nothing in place governing the e-commerce side of things.
For example, we had a case where a licensee bought the rights for the UAE. Four months later, another licensee acquired the rights for Saudi Arabia. Both operated separate websites, both in Arabic, and both used the same brand name. The problem? Google saw one site as a duplicate of the other and only recognized one.
It wasn’t a 100% duplicate—they had some differences in product offerings—but the similarity was enough that Hreflang tags couldn’t help. Neither licensee wanted to link to the other because an SEO consultant had told them it would transfer link value. So, they were stuck. The UAE site had launched first and was getting all the organic traffic, leaving the Saudi licensee with nothing.
When they approached the brand owner for help, the response was, “Sorry, we don’t have access to their Search Console accounts. You’ll have to sort it out yourselves.” This left them completely at the mercy of Google. Both were using top-level domains, which should have been enough, but because their content was so similar, Google chose to rank only one.
They started tweaking their content, but how much can you really change a product description for a basic shirt? This is exactly the type of issue Hreflang is supposed to solve. Yet, in same-language markets like Arabic, English, French, or Spanish, the challenge remains. Without proper planning, it turns into a first-come, first-served situation. The licensee in Panama, for example, could dominate Spanish-language search results, leaving the Chilean licensee struggling just because they launched later.
One thing to consider is consistency—ensuring they’re all using the same CMS, uniform branding, and high-quality images that align with brand guidelines. The brand owner still controls the name, but the licensees are essentially stewards of the brand in their respective markets. There might already be strict guidelines on logo usage, but what about images? Are they required to use brand-approved photography? If they’re marketing an outdoor leisure shirt, are they showing people at the beach playing volleyball, or is each region using different visuals?
Bill Scully: So how do we fix this issue?
Bill Hunt: We’re actually working on a white paper that outlines the kind of language brands should include in their licensing agreements to avoid these conflicts. Simple clauses—like mandating the use of a centralized Search Console account—could prevent these disputes.
Some people argue, “It’s just capitalism. First-come, first-served. Winner takes all.” But the reality is that everyone involved, from individual investors to the brand company itself, wants a return on investment. If the brand is collecting residuals, you’d think they’d want the right websites ranking in the right regions.
What happens if a licensee’s site doesn’t appear in search results because of cannibalization? Without Search Console access, they can’t even confirm what’s happening. This is less of a problem with country-code TLDs, but as we’ve reported—and as Google has admitted—CCTLDs don’t carry the same weight they once did.
That’s why this issue is becoming more prevalent in same-language markets. The licensees who invest in these rights need search visibility to generate revenue, and the brand’s investors expect higher sales to increase their residual earnings. These digital considerations should be a priority when structuring licensing agreements to ensure long-term success for everyone involved.
Bill Scully:
Now, I want to shift the conversation and talk about purchasing agency services. One critical aspect, especially when buying services for pay-per-click advertising, is transparency. You need to ensure the agency is upfront about their fees and ad spend. It’s essential to have a cap on the monthly spend and a clear understanding of their pricing structure.
I once came across a case where an agency was charging a 40% management fee on ads. The company couldn’t understand why they weren’t getting the traffic they expected. The problem? They didn’t realize that almost half of their budget was going toward fees. It wasn’t clearly stated in the contract. On top of that, they had to check if the contract required a 12-month commitment or if there was a buyout clause for early termination. These are things buyers should be aware of.
Another major concern—and I know you’re a big proponent of this—is ownership of data and accounts. When switching agencies, do you retain access to your reports, or does the agency control them? I’ve seen situations where agencies, sometimes out of spite, revoke access or claim ownership of the content. Have you encountered this before?
Bill Hunt:
Yes, I’ve seen that happen quite a bit. Data ownership is a huge issue. In some cases, agencies pull down all ads at the end of a contract, arguing that the bidding strategies and campaign setups are their intellectual property. But the bigger question is: Are they using your account, or are you operating under theirs?
I’ve seen agencies try to hold big brands hostage, demanding as much as $2 million to release an ad account. Many companies bundle everything under a single management account, so when access is lost, all historical data disappears. That means if you’ve built up years of ad performance history, you’re forced to start over from scratch.
I always recommend that businesses use their own accounts, whether it’s for paid ads or platforms like Google Search Console. Just yesterday, I ran into a case where a company realized they didn’t have Search Console access. We were troubleshooting Hreflang errors, and they found out that access was still with a consultant they had hired years ago—someone who no longer responds to emails.
In another case, it took nine months to consolidate Search Console accounts because every market was controlled by a different agency. Some agencies refused to cooperate, so the company had to go through DNS verification to reclaim control. They owned the domains, so they had their DNS manager override agency access.
Situations like these highlight why it’s crucial to establish ownership from the start. The same goes for creative assets—agencies can claim ownership of ad creatives and marketing materials, which can lead to serious legal disputes. If it’s not clearly documented in the contract, you could find yourself in arbitration over something like, “These are the 22,000 ads we created for you over the past five years. They belong to us, not you.”
Bill Scully:
Exactly. That’s why work-for-hire agreements are important. A growing trend in independent contractor agreements is requiring contractors to disclose any proprietary technology or ideas they bring to a project. I recently worked on a market entry strategy, and the company asked me to declare any intellectual property I had previously developed. Anything I created under their contract belonged to them, but they also wanted a perpetual license for anything I brought in from my prior work.
Bill Hunt:
Yeah, these agreements are getting more complex. If it’s not explicitly stated in the contract, then it’s open for interpretation—which is never ideal. I’ve seen companies include non-compete clauses that say, “You can’t work with any competitors.” But some of them go further, saying, “You can’t do this type of work for anyone else in the industry.”
Bill Scully:
That’s excessive. If they want exclusivity, they should be paying for it. A $10,000 project shouldn’t bar someone from working with others in the same field indefinitely. These clauses can often be negotiated—for example, by setting a time limit or specifying exactly which competitors they’re concerned about.
Bill Hunt:
Right. Termination clauses are another key point. You need to know the notice period and any penalties for early termination. If an agency suddenly ends the contract, what happens to your data? Are there additional costs? If they’ve been running ads under their own account, you could be forced to start over from scratch.
Understanding these contract details upfront can prevent a lot of headaches. If you don’t clarify ownership and access from the beginning, you could find yourself locked out of your own marketing efforts. And by then, it’s often too late to fix it.
Bill Hunt: If you don’t know how to do that and you have to find a new agency and get them up to speed, it might take months before you can get ads running again.
The same applies to websites. If someone breaks your site, injects bad code, or neglects security measures, you’re at risk. I’ve had two friends recently tell me they were blocked from Google. It turned out their web developers, who built their sites for small side businesses, didn’t implement any security. They relied on freeware plugins, got hacked, and overnight, their businesses were wiped out. All revenue stopped. They didn’t even know how to request a review from Google to get their sites reinstated. The burden falls on them because they’re no longer paying for development support.
Not everyone thinks about these things, but you need to plan for what happens if your website goes down. I’ve built and sold several tools, and in almost every case, big companies want a service-level agreement (SLA). They want to know: If there’s downtime, what’s the compensation? How long will it take to fix the issue? What’s the standard response time? These are critical considerations.
Another key point is termination clauses. I’ve rarely seen agency contracts specify what happens in the event of a material management change or acquisition. Some large companies include terms allowing them to terminate services if the agency is acquired—because suddenly, their vendor might be working with a major competitor.
For example, when I went through my second acquisition, we had to resign three or four clients because they were direct competitors of our new parent company. The contract had clauses forcing immediate termination, which had to be addressed in the mutual agreement.
Jurisdiction is another factor. Many people overlook it, but it’s crucial. If a dispute goes to court, where will the case be heard? Let’s say you’re a small business in the Midwest, but your client is in New York, and the contract states New York jurisdiction. That means you could be required to travel there multiple times for legal proceedings.
I have a book on my shelf about strategic opportunities in legal contracts. In one of my grad school courses, we spent an entire semester discussing jurisdiction nuances. Delaware, for instance, is a popular registration hub due to its favorable legal interpretations. New York and international jurisdictions like London or Hong Kong also have specific advantages. Understanding these elements can make a significant difference.
While we’re not lawyers and can’t offer legal advice, these are important factors to consider. If you’re a small agency in Kansas City, and your client expects you to handle legal disputes in New York or London, that changes the power dynamic. A company like IBM isn’t going to travel to Kansas City for court proceedings—but you might have to go to them. These elements should be carefully negotiated in your contracts.
The goal here is to ensure you can leverage these contractual factors to your advantage instead of being caught off guard. Clear terms prevent misunderstandings and offer protection for both parties.
Bill Scully: Any final thoughts?
Bill Hunt: That’s about it. Just remember, this is another tool in your toolbox to secure better deals, protect your business, and reduce ambiguity when working with vendors.
Bill Scully: Great, thanks. To summarize: Make sure your contracts clearly define deliverables, ensure transparency in fees and ad spends, and confirm that you own your data and accounts. Also, review termination clauses so both parties understand the process for ending the agreement.
Bill Hunt: Exactly.
Bill Scully: Alright, thanks, Bill.
Bill Hunt: Cool, thanks. See you next time.