SEO Terms & Conditions
SEO Terms & Conditions
Thank you for choosing to partner with Clueflow Ltd on your project – we’re delighted to be working with you and look forward to getting started.
Please read and follow this partnership agreement carefully. Our goal is to establish a collaborative relationship built on trust, transparency, and mutual respect. This helps ensure you receive the best possible experience when working with us and allows us to achieve the strongest possible outcomes for your business. In this agreement, these outcomes are referred to as the Deliverables.
This document forms a legally binding commercial agreement. Failure to comply with its terms may constitute a breach of the agreement and may entitle us to suspend services or terminate the partnership.
Both parties agree to cooperate throughout the Project and Services and to comply with all applicable legal obligations, including those relating to the handling, storage, and processing of data. Resource allocation and project scheduling are important parts of our collaboration and are reflected within the terms below.
Your Area of Expertise
Clueflow Ltd works with a wide range of businesses across multiple industries and sectors. While we bring experience in search engine optimisation and digital marketing, you remain the expert in your own business and industry.
You understand your customers, products, and market environment in greater detail than we can. For this reason, we will rely on your knowledge and insights throughout the partnership to ensure the best possible results.
You agree to:
Provide materials, information, and access to relevant systems or platforms required for us to deliver the SEO Services outlined in the proposal.
Provide prompt approvals, feedback, or requested information in accordance with the agreed project schedule.
During the course of the project, you may also be required to agree to the terms of third-party platforms or licences including:
CMS platforms such as WordPress or similar
SEO software tools
hosting providers and infrastructure
stock imagery or media assets
APIs or integrations
You must comply with the licence terms associated with these services. Failure to do so may result in us suspending work on the Services and may also constitute a breach of this agreement.
Our Area of Expertise
Clueflow Ltd is a digital agency specialising in SEO, PPC advertising, website design, branding, and digital marketing services.
While we apply professional expertise and industry best practices to all SEO campaigns, we cannot guarantee specific rankings or traffic outcomes, as search engine algorithms and external factors remain outside our control.
We are not legal advisers and cannot guarantee that Deliverables will comply with all applicable laws or regulations. Where legal compliance is required, we recommend seeking independent professional advice.
If Deliverables require modification to comply with applicable laws or regulations, the costs associated with those changes will be the responsibility of the client.
Employing Each Other’s Staff
Neither party will intentionally recruit or employ the other party’s staff or consultants involved in the project without prior written consent.
If within 12 months of working on your project you choose to employ a member of the Clueflow team or one of our consultants directly, a recruitment fee equivalent to 25% of the individual’s annual salary will be payable. This fee reflects the costs associated with recruiting and onboarding replacement talent.
This fee will be invoiced once the individual submits their notice and will be payable within 30 days.
Collaborating on SEO Services
Where our proposal includes SEO Services, you agree to:
Provide our SEO specialists with access to the website CMS and all relevant SEO platforms including Google Analytics and Google Search Console.
Provide an email address associated with the website domain for link-building activities and communication with relevant third parties.
Provide contact details for a development partner capable of implementing technical changes where required. Delays caused by your development team remain the client’s responsibility.
Allow us, where necessary and with your approval, to modify website content to implement SEO improvements.
Permit us to use Client Materials for website promotion and SEO-related activities.
Where the proposal includes SEO audit services, you must sign off the project schedule within 30 days of signing the agreement so we can allocate resources accordingly.
Where we provide both website development and SEO services, you may request to pause SEO services for up to two months, subject to agreement. During any agreed pause period, associated Fees will also be paused.
Delays
If delays occur because you fail to provide feedback, approvals, access, or information necessary for us to perform the Services, we will attempt to accommodate these changes where possible. However, this may require adjustments to the project schedule and may delay milestones or completion dates.
If delays require the project schedule to be revised multiple times, we may charge a rescheduling fee of £1,160 + VAT to reallocate internal resources and revise timelines.
If delays occur repeatedly or cooperation breaks down, we reserve the right to terminate the agreement.
If delays prevent us from performing the Services, Fees will still be invoiced as scheduled.
Rolling Agreements – Our Terms of Business
How We Will Work Together
Our proposal sets out the Services, Deliverables, timelines, and Fees associated with the project. These terms apply to all services performed by Clueflow Ltd throughout the duration of our working relationship.
What We Will Do
Clueflow Ltd will:
Provide the SEO Services outlined in the proposal in a professional and collaborative manner.
Make reasonable efforts to achieve the Deliverables and agreed KPIs where applicable.
Work towards the performance dates outlined in the proposal.
Respond promptly to reasonable requests for information or updates regarding campaign performance.
We may subcontract elements of the Services to trusted third-party collaborators where necessary to support the delivery of the campaign.
You will always have a single point of contact within our project management team.
What You Will Do
You agree to:
Cooperate with us to enable delivery of the Services.
Provide accurate information, materials, and system access required for the campaign.
Assist in identifying appropriate keywords and target search phrases.
Provide access to relevant platforms including Google Analytics, Google Search Console, and advertising platforms where relevant.
Allow us to communicate with third parties where necessary to support SEO activity.
Pay any third-party costs associated with SEO campaigns if applicable.
You also permit us to showcase our work with you in our portfolio, marketing materials, and case studies, including use of your logo and screenshots where appropriate.
“Client Materials” refers to all documents, assets, content, or intellectual property provided by you during the project.
If feedback or approval is requested and not provided within 14 days, we may assume approval has been granted and continue delivering the Services accordingly.
Changes to Services
If you wish to modify the Services, you must notify us as soon as possible.
We will provide a revised proposal outlining any changes to:
scope of work
timelines
Fees.
Once issued, revised terms should be confirmed within 7 days.
Additional services outside the original scope may be billed on a time and materials basis using our current hourly rates.
We reserve the right to adjust service Fees at the end of each contract term with 60 days’ written notice.
Payment Terms
Payment terms are outlined in the project proposal.
For ongoing SEO services we may arrange Direct Debit payments for recurring billing.
Initial payments or first instalments are non-refundable, regardless of whether Services have commenced.
If payment becomes overdue:
interest may be charged at 8% per annum
we may suspend Services until outstanding balances are settled.
You are responsible for reasonable costs incurred in recovering overdue payments.
Intellectual Property
During the course of providing the Services we may use existing intellectual property and create new intellectual property.
Background Intellectual Property Rights (IPR) refer to materials owned by Clueflow prior to the project.
Foreground Intellectual Property Rights refer to materials created during the delivery of the Services.
Once all Fees are paid:
ownership of campaign Deliverables transfers to the client
Clueflow retains ownership of background intellectual property used within those Deliverables.
Clients grant Clueflow Ltd permission to reference the Deliverables internally for training, portfolio, or promotional purposes.
Resolving Issues
We want you to be satisfied with the Services and the results of our collaboration.
If concerns arise, please notify us so we can work together to resolve them. Where Deliverables fail to meet the agreed Scope of Work, we will make reasonable efforts to correct or improve them.
If disputes arise, both parties agree to attempt resolution through negotiation before pursuing legal action.
This agreement is governed by the laws of England and Wales, and disputes fall under the jurisdiction of the English courts.
Our total liability is limited to the Fees paid in the preceding 12 months. We are not liable for indirect losses such as lost profits, lost revenue, or loss of data.
Termination
SEO services operate on a 3-month rolling contract term.
To terminate the agreement before renewal, at least 60 days’ written notice must be provided prior to the end of the current term.
If notice is not received within this period, the agreement will automatically renew for the next contract term.
Either party may terminate the agreement with 30 days’ notice if the other party is in serious breach of its obligations.
Immediate termination may occur if either party becomes insolvent.
Upon termination:
Services will cease immediately
outstanding invoices become payable
non-perpetual licences will end
Client Materials will be returned where appropriate once fees are settled.
Formal notices should be sent by email and will be deemed effective at 6pm on the next business day following dispatch.
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