Terms & Conditions For SEO Services

3.1 All fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

3.2 All packages are billed monthly in advance via Stripe subscription or invoice. Services commence once onboarding is complete and all required access has been provided by the Client.

3.3 The Bespoke SEO tier is not available on these standard terms. It requires a separate written proposal and agreement, which will be provided on request.

4. Term and Termination

4.1 This Agreement operates on a rolling monthly basis. Either party may terminate by giving at least 30 days' written notice to the other.

4.2 Monthly fees remain payable in full during the notice period, regardless of the Client's level of engagement or instruction during that time.

4.3 No refund will be provided for any period already invoiced, or for any period during which delayed onboarding, withheld access, or outstanding approvals have prevented the Provider from delivering the Services.

4.4 The Provider may terminate this Agreement with immediate effect if the Client fails to make payment within 14 days of the due date, or is in material breach of any other obligation under this Agreement and (where the breach is capable of remedy) fails to remedy it within 7 days of written notice.

4.5 On termination, the Provider will retain copies of campaign data and Deliverables for 30 days, after which they may be deleted. The Client should request any data exports before termination takes effect.

5. Scope of Services

5.1 Services may include any of the following, depending on the Client's tier and campaign requirements:

(a) On-page SEO: metadata optimisation, content structure, and keyword mapping;

(b )Local SEO: Google Business Profile optimisation, citation building, and NAP (Name, Address, Phone) consistency;

(c) Technical SEO: site audits, crawl error resolution, indexing fixes, and page speed optimisation;

(d) Content SEO: topic planning, blog optimisation, and internal linking strategy;

(e) Backlink strategy: citation building and link outreach (higher tiers only); and

(f) Monthly reporting: traffic trends, keyword movement, and organic visibility data.

5.2 Full campaign detail and initial deliverables will be confirmed during onboarding.

5.3 The Provider reserves the right to rotate and reprioritise monthly deliverables in response to search engine algorithm changes, platform updates, or shifts in campaign priority. This is standard SEO practice and does not constitute a variation of this Agreement.

5.4 The Provider may use sub-contractors or freelancers to assist in delivering the Services. The Provider remains responsible for the quality and delivery of all Services regardless.

6. Exclusions

6.1 The following are not included in the Services unless agreed separately in writing:

(a) website redesign, rebuild, or development work;

(b) paid media management, including Google Ads, Meta Ads, and all other paid advertising;

(c) social media management, email marketing, or CRM integration;

(d) AI-generated content production, unless explicitly included in the agreed scope;

(e) guaranteed rankings, leads, conversions, or any other specific outcome; and

(f) any activity not expressly included in the agreed tier or confirmed in writing during onboarding.

7. Client Responsibilities

7.1 The Client agrees to:

(a) provide timely access to their website CMS, Google Analytics, Google Search Console, and any other platforms required to deliver the Services;

(b) review and respond to requests for content approvals, feedback, or sign-off within a reasonable timeframe — typically within 5 working days;

(c) maintain an active and up-to-date payment method throughout the term of this Agreement; and

(d) notify the Provider promptly of any material changes to their business, including changes to location, services, trading hours, or brand name.

7.2 Delays caused by the Client's failure to provide access, approvals, or information may delay delivery of the Services. The Provider accepts no liability for such delays and fees remain due in full.

8. Performance Disclaimer

8.1 SEO results are subject to factors outside the Provider's control, including search engine algorithm updates, competitor activity, domain age, website history, and market conditions. No specific rankings, leads, traffic volumes, or other outcomes are guaranteed.

8.2 The Provider follows current SEO best practices and industry standards. All work is conducted with the aim of improving the Client's organic search visibility and performance over time.

8.3 Where call tracking is used as part of the service, call data is provided for indicative performance measurement purposes only. The Provider makes no guarantee as to the accuracy of call attribution or volume data. Please refer to the Call Tracking Terms of Service for further detail.

9. Third-Party Tools

9.1 The Provider may use third-party platforms to deliver the Services, including but not limited to: Google Search Console, Google Analytics, Screaming Frog, Anthropic, DataForSEO, Nimbata (call tracking), and similar tools.

9.2 The Provider is not responsible for outages, errors, inaccuracies, or limitations imposed by third-party platforms. Service delays caused by third-party platform issues will not entitle the Client to a refund.

9.3 Where third-party tools impose their own terms of service, those terms apply to the relevant platform. The Provider is not liable for any consequence arising from the Client's failure to comply with third-party platform terms.

10. Payment Terms

10.1 Monthly fees are payable in advance by Stripe subscription or invoice, as agreed between the parties.

10.2 Invoices are due within 7 days of issue. Where payment is not received within 7 days of the due date, the Provider reserves the right to suspend the Services without notice until the outstanding amount is received in full.

10.3 The Provider may review and adjust pricing with at least 30 days' written notice. The Client's continued use of the Services after the effective date of any price change constitutes acceptance of the revised pricing.

10.4 The Provider reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

11. Intellectual Property and Content Ownership

11.1 All Deliverables created specifically for the Client, including blog posts, SEO copy, and on-page content, become the Client's property once payment for the relevant period has been received in full.

11.2 The Provider retains all intellectual property rights in its frameworks, templates, methodologies, tools, reports, proprietary processes, and any pre-existing materials used in delivering the Services. No assignment of these rights is made by this Agreement.

11.3 The Client grants the Provider a limited licence to access, edit, and publish content to the Client's website, Google Business Profile, and other agreed platforms, solely for the purposes of delivering the Services during the term of this Agreement.

11.4 The Provider may reference the Client as a customer in its own marketing materials, for example in case studies or portfolio entries, unless the Client requests otherwise in writing.

12. Data Protection

12.1 In providing the Services, the Provider will access data from platforms including Google Analytics, Google Search Console, and the Client's website CMS. Where this data includes personal data (as defined under UK GDPR), the following applies.

12.2 The Client is the data controller for all personal data relating to their website visitors and customers. The Provider acts as a data processor on the Client's behalf when processing such data in the course of delivering the Services.

12.3 The Provider will process personal data only as necessary to deliver the Services and will not use it for any independent purpose of its own.

12.4 The Provider will maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure.

12.5 The Client is responsible for ensuring that their own privacy policy accurately reflects that third-party service providers may access data from their website and analytics platforms.

13. Confidentiality

13.1 Both parties agree to keep confidential, and not to disclose to any third party, the other party's confidential information — including campaign data, access credentials, proprietary processes, pricing, and client lists — both during and after the term of this Agreement.

13.2 Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law or a court of competent jurisdiction.

13.3 The Provider's sub-contractors are bound by equivalent confidentiality obligations.

14. Liability

14.1 Nothing in this Agreement limits or excludes the Provider's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot be excluded or limited by applicable law.

14.2 Subject to clause 14.1, the Provider will not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, even if the Provider was advised of the possibility of such losses:

(a) loss of profits, revenue, business, or contracts;

(b) loss of anticipated savings;

(c) loss or corruption of data;

(d) damage to reputation or goodwill; or

(e) any indirect or consequential loss.

14.3 Subject to clause 14.1, the Provider's total aggregate liability to the Client in respect of all claims arising under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client in the three calendar months immediately preceding the event giving rise to the claim.

14.4 The Client acknowledges that SEO results are inherently variable and subject to factors outside the Provider's control, as described in clause 8. The Provider's liability shall not extend to any loss arising from changes in search engine algorithms, competitor activity, or market conditions.

15. Dispute Resolution

15.1 If a dispute arises under or in connection with this Agreement, the parties will first attempt to resolve it through good-faith discussion.

15.2 If the dispute cannot be resolved informally within 30 days, the parties agree to seek mediation through a mutually agreed mediator before commencing legal proceedings. The costs of mediation will be shared equally unless otherwise agreed.

15.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts without first going through the steps above.

16. General

16.1 This Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes all prior discussions, representations, and agreements relating to the same subject matter.

16.2 No variation of this Agreement is effective unless made in writing and confirmed by both parties, except as expressly permitted by clause 10.3.

16.3 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be severed, and the remaining provisions shall continue in full force and effect.

16.4 No failure or delay by either party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy.

16.5 The Provider may assign or transfer its rights and obligations under this Agreement to a third party on reasonable notice to the Client. The Client may not assign or transfer its rights or obligations without the Provider's prior written consent.

16.6 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

17. Contact

All notices and queries should be directed to:

Winston Web Co Ltd

Company No. 15016093

Unit 5c, The Stables, Tusmore, Bicester, OX27 7SL

info@winstonweb.co.uk