TERMS AND CONDITIONS OF SERVICE

ECO SEO

1. INTRODUCTION AND BASIS OF AGREEMENT

1.1 These Terms and Conditions (“Terms”) govern the provision of services by ECO SEO (“we, us, our”) to the client identified in the Proposal (“you, your”).

1.2 These Terms, together with any Proposal and Schedules, form the entire agreement between the parties (“Agreement”) and supersede all prior discussions, representations or understandings unless expressly agreed in writing.

1.3 In the event of conflict, the following order of precedence shall apply:

  • Proposal

  • Schedules

  • These Terms

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, the following terms shall have the meanings set out below:

  • “Charges”: the fees payable for the Services as set out in the Proposal.

  • “Deliverables”: all work outputs, materials, reports, software, or content produced by us in connection with the Services.

  • “Intellectual Property Rights” (IPR): all intellectual property rights worldwide, whether registered or unregistered.

  • “Materials”: all content, data or information supplied by you.

  • “Proposal”: the written document (including email confirmation) detailing the Services and scope of work.

  • “Services”: the services described in the Proposal and any agreed variations.

  • “Term”: the duration of this Agreement as set out in clause 3.

2.2 Headings are for convenience only and shall not affect interpretation.

2.3 References to writing include email.

3. COMMENCEMENT AND DURATION

3.1 This Agreement shall commence on the date the Proposal is accepted in writing.

3.2 Services will continue:

  • until completion of the agreed Project; or

  • for ongoing services, until terminated in accordance with clause 12.

3.3 Ongoing services shall renew automatically unless:

  • you provide at least 1 month’s written notice; or

  • we provide at least 14 days’ written notice.

3.4 Where payment details are provided, you authorise us to take recurring payments when due.

4. PROPOSAL AND SCOPE OF SERVICES

4.1 Services shall be delivered in accordance with the agreed Proposal.

4.2 Any amendments must be agreed in writing.

4.3 We may reasonably rely on information provided by you when preparing the Proposal.

5. OUR OBLIGATIONS

5.1 We shall:

  • perform the Services with reasonable care and skill;

  • use reasonable endeavours to meet agreed timelines (which are indicative only);

  • deliver the Services in line with the Proposal in all material respects.

5.2 You acknowledge:

  • timelines are estimates and not legally binding deadlines;

  • some services rely on third-party platforms beyond our control.

5.3 We do not guarantee:

  • uninterrupted service availability;

  • error-free or virus-free systems;

  • specific commercial outcomes (including search rankings).

6. CLIENT RESPONSIBILITIES

6.1 You agree to:

  • provide accurate and complete Materials promptly;

  • co-operate fully with us;

  • appoint a decision-maker with authority;

  • ensure you have rights to all Materials supplied;

  • comply with all applicable laws and regulations.

6.2 You are responsible for:

  • your website, hosting, and third-party tools unless otherwise agreed;

  • maintaining your own backups unless expressly included.

6.3 We shall not be liable for delays caused by your failure to comply with this clause.

7. CHANGES TO SERVICES

7.1 Any requested changes must be submitted in writing.

7.2 We will provide details of:

  • cost implications;

  • timing impact;

  • any effect on the Services.

7.3 No changes will take effect unless agreed in writing.

7.4 We may implement minor changes required for legal or technical reasons without notice.

8. FEES AND PAYMENT

8.1 Charges shall be as set out in the Proposal.

8.2 Unless otherwise stated:

  • invoices are payable within 24 hours;

  • all amounts are exclusive of VAT.

8.3 We may:

  • require payment in advance;

  • increase fees on 3 months’ notice (once per 12 months).

8.4 Late payments:

  • may incur interest at 8% above Bank of England base rate;

  • may result in suspension of Services.

8.5 We reserve the right to:

  • withhold Deliverables;

  • suspend or remove services (including websites) for non-payment.

9. INTELLECTUAL PROPERTY

9.1 All IPR in the Deliverables remains vested in us unless otherwise agreed.

9.2 Upon full payment, we grant you a non-exclusive, non-transferable licence to use the Deliverables.

9.3 You shall not:

  • copy, resell or distribute our work without consent.

9.4 You warrant that all Materials:

  • do not infringe third-party rights;

  • are lawful.

9.5 You indemnify us against any claims arising from Materials you provide.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential all non-public business or technical information.

10.2 Information may only be disclosed:

  • where required by law;

  • to professional advisers;

  • where necessary for performance of the Agreement.

11. DATA PROTECTION

11.1 Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

11.2 You confirm that:

  • you have obtained all necessary consents for any personal data provided;

  • you will indemnify us for any breach of this clause.

12. TERMINATION

12.1 Either party may terminate immediately if the other:

  • commits a material breach not remedied within 30 days;

  • becomes insolvent;

  • fails to pay sums due.

12.2 On termination:

  • all outstanding invoices become immediately payable;

  • licences granted may be revoked;

  • Deliverables may be withheld until payment is received.

13. LIMITATION OF LIABILITY

13.1 Nothing excludes liability for:

  • death or personal injury caused by negligence;

  • fraud;

  • any liability that cannot be excluded by law.

13.2 We shall not be liable for:

  • loss of profits, revenue, or business;

  • loss of data or goodwill;

  • indirect or consequential loss.

13.3 Our total liability shall not exceed:
the fees paid by you in the previous 3 months.

14. FORCE MAJEURE

14.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control, including:

  • natural disasters;

  • war or terrorism;

  • internet or utility failure.

15. GENERAL

15.1 This Agreement does not create any partnership or agency.

15.2 This Agreement constitutes the entire agreement between the parties.

15.3 No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.

15.4 This Agreement is governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of the English courts.

15.5 We reserve the right to include a discreet attribution link within Deliverables.

SCHEDULE 1 – WEBSITE DESIGN & DEVELOPMENT

1. Scope

We shall design and develop the website in accordance with the Proposal.

2. Compatibility

Websites are designed for modern browsers. Compatibility across all systems is not guaranteed.

3. Acceptance

The website shall be deemed accepted when:

  • testing is completed; or

  • you begin using the website; or

  • you delay testing by more than 7 days.

4. Content

You are responsible for ensuring all content:

  • is lawful;

  • does not infringe third-party rights.

We reserve the right to remove unlawful or inappropriate content.

SCHEDULE 2 – HOSTING SERVICES

1. Hosting

Hosting may be provided subject to agreed fees.

2. Availability

We aim for high availability but do not guarantee uninterrupted service.

3. Downtime

We are not liable for downtime caused by:

  • third parties;

  • user error;

  • force majeure events.

SCHEDULE 3 – SEO & DIGITAL MARKETING

1. General

We provide SEO and marketing services to improve visibility.

2. No Guarantee

We do not guarantee:

  • specific rankings;

  • search engine placement.

Search engines operate independently and may change algorithms at any time.

3. Client Obligations

You must provide:

  • website access;

  • cooperation;

  • accurate data.

4. Monthly Services

SEO services operate on a rolling monthly contract with 1 month’s notice required for cancellation.

LAST UPDATED: March 2026