Terms & Conditions

As of January 2015


1.1 "Agreement" shall mean an order for Products and/or Services accepted in writing by the Company, or upon payment of an agreed fee.
1.2 "Company" shall mean Onion Marketing Ltd of 15 Mount Pleasant Road, Chigwell, Essex IG7 5EP trading as Square Balloon.
1.3 "Client" shall mean the person or company to whom the Products and/or Services are provided.
1.4 "Products" shall mean any single provision or combination of web design, email design, graphic design, bespoke content or any other related activities undertaken by the Company on behalf of the Client, delivered on the date stated in the Agreement, or as otherwise agreed by the parties.
1.5 "Services" shall mean any one or combination of web hosting services, content management, editorial advice, marketing on behalf of the Client with third parties, maintenance of websites, security and related software updates excluding third party software products save where agreed in writing, provided by the Company in accordance with the terms of the Agreement.


2.1 Prices and charges are detailed in the Agreement. Invoices are payable within 30 days of date of invoice. For Products invoices shall be provided as stated in the Agreement. Invoices for Services shall be provided at the end of each calendar month. Where a 12 month payment plan is agreed, an invoice will be issued for the full amount, noting the initial amount plus the required total sum payable over 12 months. For maintenance services monthly invoices shall be provided. Payment may be made by direct bank transfer or by regular banking order to the bank and account specified on the invoice.
2.2 The Company reserves the right to charge interest on late payment at the current Lloyds Bank plc base rate plus 8% applied to the outstanding amount. The Client shall not be entitled to withhold payment in whole or in part on the grounds that it has a claim, counterclaim or right of set-off against the Company.
2.3 Taxes and duties including VAT shall be levied as appropriate.
2.4 The Company reserves the right to revise its prices and charges at six monthly intervals.
2.5 Products and one time Services may be purchased based on the payment of an initial fee of 50% upon order and 50% when the Product is delivered or available for use by the Client, or Service commences. The Company may agree a payment plan for Products with a reduced initial payment upon order followed by 12 monthly payments by regular banking order, which payment shall comprise 1/12th of the remaining fee for the Products and 1/12th of the standard annual maintenance fee.
2.6 Ongoing Services, including maintenance for Products shall be subject to an initial period of 12 months from the date of the commencement of the Services. Either party may give 30 days' written notice for the termination of Services at any time after the initial 12 month period. Payment for Services may be made in full in advance or by regular banking order. After the first 12 months ongoing Services must be paid for by regular banking order.
2.7 All Products and Services are provided independent of a fixed location and any attendance at a location requested by the Client shall incur a charge for travel expenses by the Company.
2.8 In the event that an agreed regular banking order payment is not made for whatever reason the Company reserves the right to terminate Services forthwith and to withhold or disassemble Products immediately.


3.1 The Client shall provide the Company with content and materials for inclusion in any Product as outlined in the Agreement in the specified timescales. Where delivery of content is delayed then the Company reserves the right to delay the delivery of the Products and impose such reasonable charges for the delay until the point the content and materials are delivered.
3.2 The Client shall be solely responsible for the accuracy of any content or materials provided to the Company and indemnifies and holds harmless the Company from any claim or proceeding made by a third party in relation to the accuracy, patent right, copyright in and/or ownership of the content and materials, or in the event of any legal proceedings in respect of libel or defamation of a third person brought in respect of the content or materials.


4.1 The Company may use third party software, web hosting, or management tools in developing the Products. Intellectual property and ownership of third party software, hosting service and tools remains with the third party. The Client shall be subject to any licence terms and obligations that the third party may impose.
4.2 If the Client modifies or reverse engineers any part of the Products, then the Agreement shall be deemed terminated and the Client shall indemnify the Company against any action or proceeding by any third party as a consequence of the Client's actions.


Where the Company provides a web hosting service as part of the Services, the scope of the web hosting service shall be outlined in the Agreement. In the event that the web hosting service becomes unavailable due to the failure of a third party the Company shall not be liable for any costs or losses incurred by the Client. The Company shall use all reasonable endeavours to ensure the web hosting service is resumed at the earliest opportunity.


The Company shall not be in breach of the Agreement if there is any total or partial failure of performance of its duties and obligations under the Agreement if such failure is caused by circumstances beyond its reasonable control. The operation of the Agreement shall be suspended during the period in which the cause continues.


7.1 The Agreement may be terminated by either party in the event of the bankruptcy or entering into receivership, administration or liquidation (except for a bona fide solvent amalgamation) of the other party or any analogous insolvency procedure anywhere, or by agreement in writing or for a breach (which includes a failure by the Client to pay by due date) which is capable of remedy and remains unremedied after 30 days' written notice from the other party.
7.2 The Company may terminate the Agreement forthwith in the event of a failure by the Client to provide content and materials within agreed timescales or in the event of a breach by the Client of any third party software licence or obligation.


The Company and the Client shall keep confidential any information received from the other party at any time except where: such information is already in the public domain or becomes known through a third party without breach; is independently developed; or disclosed under requirement of law. Such information shall only be released to third parties by prior written agreement. The parties may enter into a separate confidentiality agreement if appropriate. The obligations of confidentiality shall survive the termination or expiry of the Agreement.


9.1 Except in the case of personal injury or death caused by negligence, or as expressly agreed in writing by the Company, the Company shall not be liable for loss of profit, business or anticipated savings, economic loss, direct or indirect consequential losses or damages or other similar or dissimilar loss or damage of whatsoever nature, arising out of any negligence, breach of statutory duty or other tort, breach of contract or misrepresentation (except fraudulent misrepresentation) in respect of any acts or omissions, or any advice or instruction (to or from the Client), in connection with the Products Services nor for any delay in their provision.
9.2 In the event of the Company's proven direct liability to the Client, the Company's liability shall be limited to a maximum of 50% of the price for the Products and a maximum of 1 month's charges in respect of any of the Services.


Title in any intellectual property and rights thereto resulting from any work created by the Company or its personnel, agents, assigns or sub-contractors, including but not limited to website designs, graphic designs, email templates or hosting services developed as part of the Products or provision of the Services shall vest absolutely in, and remain the property of the Company.


Amendment or assignment of the Agreement shall be subject to written agreement by both parties. Illegal or unenforceable terms shall be deemed waived, the validity of the remainder of the Agreement being unaffected. Waiver of a right or remedy by either party shall not constitute a general waiver. Each party shall comply with the Bribery Act 2010. The terms of the Third Party Rights Act 1999 are expressly excluded from the Agreement. The law of England & Wales and the jurisdiction of the English courts shall apply to the Agreement

Slavery and Human Trafficking Statement

Slavery and human trafficking remains a real concern for our global society. We all have a responsibly to be alert to the risks, however small, in our business and in the wider context of what we do as a creative agency. As part of our safeguarding policies and procedures, all staff are expected to report concerns, and our management team are expected to act upon them.

Our Organisation’s Structure and Business

We are a creative agency working worldwide.  We provide services with everything from website, logo and poster design through to software development.

Our Supply Chains

Our supply chains include our software developers and other employees based offshore, as well as UK based supplier. 

Our Policies on Slavery and Human Trafficking

As part of our safeguarding policies and procedures, we are committed to ensuring that there is no modern slavery or human trafficking in any part of our business. We have included articles from the Slavery Act 2015 to reflect our commitment to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply chains.

Due Diligence Processes for Slavery and Human Trafficking

As part of our initiative to identify risk, we build long standing relationships with our suppliers, funders and businesses and make clear our expectations of business behaviour. With regards to national or international supply chains, our point contact is preferably with a UK company or branch and we expect these to have suitable anti-slavery and human trafficking policies and processes in place. We have in place systems to encourage the reporting of concerns and the protection of whistle blowers.

Supplier Adherence to our Values

We have a zero-tolerance policy to slavery and human trafficking. We expect all those in our supply chain and companies to comply with our values.


To ensure a high level of understanding of the risks of modern slavery and human trafficking in our business, we provide training to all members of staff.

This statement is made to identify the legislation contained in section 54(1) of the Modern Slavery Act 2015 and constitutes our group's slavery and human trafficking statement for the current financial year.


A) Introduction

Under certain circumstances, employees are protected from suffering any detriment or termination of employment if they make disclosures about organisations for whom they work.

B) Qualifying Disclosures

1) Certain disclosures are prescribed by law as “qualifying disclosures”. A “qualifying disclosure” means a disclosure of information that the employee genuinely and reasonably believes is in the public interest and shows that the Company has committed a “relevant failure” by:

  1. committing a criminal offence;
  2. failing to comply with a legal obligation;
  3. a miscarriage of justice;
  4. endangering the health and safety of an individual;
  5. environmental damage; or
  6. concealing any information relating to the above.

2) These acts can be in the past, present or future, so that, for example, a disclosure qualifies if it relates to environmental damage that has happened, is happening, or is likely to happen. The Company will take any concerns that you may raise relating to the above matters very seriously.

3) The Employment Rights Act 1996 provides protection for workers who ‘blow the whistle’ where they reasonably believe that some form of illegality, injustice or breach of health and safety has occurred or is likely to occur. The disclosure has to be “in the public interest”. We encourage you to use the procedure to raise any such concerns.

C) The Procedure

1) In the first instance you should report any concerns you may have to the Director who will treat the matter with complete confidence. If you are not satisfied with the explanation or reason given to you, you should raise the matter with the appropriate official organisation or regulatory body.

2) If you do not wish to report your concerns to the Director you should take them direct to the appropriate organisation or body.

D) Treatment by Others

Bullying, harassment or any other detrimental treatment afforded to a colleague who has made a qualifying disclosure is unacceptable. Anyone found to have acted in such a manner will be subject to disciplinary action.

SEO Terms & Conditions


1.1 In these Terms, the following words will have the following meanings:

1.1a “Terms” means these terms of business;

1.1b “you” “your” “the Client” and similar expressions refer to the person, business, or company to whom we provide the Services as identified in these Terms, any related “Proposal” or the “Sign Off Form’;

1.1c “Sign Off Form” means any engagement letter or Terms, with the words “Sign Off Form” in its title, entered between you and us, separate or attached to or accompanying these Terms;

1.1d “Services” or similar means the Online Marketing Services, Search Engine Marketing (SEM), Search Engine Optimisation (SEO), Pay Per Click (PPC), Social Media Management, Social Media Advertising, Content Development, and/or any other Services to be provided by us to you subject to these Terms, any Proposal or Sign Off Form;

1.1e “One Off”, “Project” means a single Project of Services to be conducted over a short or specific period, separate and different from monthly Retained work;

1.1f “Retained”, “On-going”, “Monthly” or similar means the continuous, monthly delivery of Services, and payment thereof;

1.1g “we” “us” “our” “Consultant” “OM” “Onion Marketing Ltd” and similar expressions refers to Onion Marketing Ltd, or Onion Marketing Ltd t/a Square Balloon, any of its associates, and any third parties engaged by Onion Marketing Ltd, who are to provide the Services to you, either directly or through us;

1.1h “Proposal” and similar expressions refer to any document, or email, where we have outlined the Services, the process involved and the timeframe for delivery of the Services;

1.1i “Optimisation Progression”, “Monthly Progression of Services”, “Optimisation Process” or “Optimisation Plan”, and similar expressions refer to the part of the Proposal, or any document or email accompanying or separate to the Proposal, which outlines how the delivery of the Services will occur over the period the
Terms cover; 


2.1 These Terms and Sign Off Form, unless any other more up to date Terms or Sign Off Form with a more recent date exists, shall govern the provision of the Services by us to you to the exclusion of any other terms;

2.2 These Terms are applicable from the date they are signed by the Client and OM, or from the date you pay your first invoice from us for the Services;

2.3 We can decide at our discretion to delay the start of the Services until these Terms and the Sign Off Form relating to the Services have been signed by you and returned to us;  

2.4 Unless otherwise stated in the Sign Off Form, and for on-going Services, the initial contract is for 12 months, with a break clause at the end of the 6th month;

2.5 The Client may give notice at any time before the end of the 6th month, and the contract and Services will cease at the end of 6th month, in which case payment of all fees will be due up until the end of the 6th month as normal and as outlined in the Payment Terms below;

2.6 After the end of the 6th month and up until the end of the 12th month of the engagement the Client may not give notice, and after the end of the 6th month the Services will continue until the annual anniversary, therefore 12 months from the date the terms have been signed, and at which point the Services will continue to be delivered;

2.7 Following the anniversary of the contract start date, the Services will be subject to a 2-month rolling notice period, therefore 2-months written notice will be required to terminate the contract;

2.8 The contract may only be terminated between the end of the 6th month and the annual anniversary of the contract, if the Client can demonstrate a failure by us to deliver the Services or the level of Service detailed in the Proposal, or these Terms or any other plans agreed during the delivery of the Services, and then only after the Client has given us written notification of this failure and 30 days within which to explain and/or rectify the perceived failure to the Client’s reasonable satisfaction prior to any further action;    

2.9 The Client may not give notice, as described in clause 2.8, if the perceived failure in service is directly related to delayed feedback from the Client, and/or feedback and/or application of any recommendations by the Client or any third party engaged by the client;

2.10 We reserve the right to change these Terms at any time and a link to the latest version of the Terms will always be available via the website;

2.11 If we have agreed to any change to these Terms, that change must be made in an Addendum to these terms, the Addendum must be in writing either by post or in official email, where you (the Client) and OM have explicitly discussed and agreed to the change, any such changes do not affect or invalidate any other part of these Terms in any way; 

2.12 Any change made to these Terms, after the date they are originally signed, that affects a clause where we have previously agreed to a specific change with you in an Addendum, will be discussed and agreed with you in writing, either by post or by email, if any such change is not discussed and agreed with you the change will not be considered applicable to your Terms with us, but will not affect or invalidate any other part of these Terms or any other change to clauses within the Terms in any way;     

2.13 Updated and up to date versions of these Terms can be found here: https://www.squareballoon.co.uk/seo-t-s-c-s, the Terms found at that web address should always be considered the most up to date versions, for both Onion Marketing Ltd clients, and as described in clause 2.1, will be considered to be most recent, and applicable to the engagement between you and us;

2.14 You agree that you will review the up-to-date version of these Terms, and that payment to us in relation to our Services will be considered as agreement to any change/s in the Terms, and that the updated Terms will govern the provision of the Services by us to you to the exclusion of any other terms;

2.15 You agree that subject to clause 2.12 and 2.14 any changes to the terms will apply retrospectively, back to the date we were first engaged by you to deliver the Services, either by signed Terms, Sign Off Form, email agreement to the Services, or payment of the first invoice for the Services, whichever has the earliest date;


3.1 We shall plan, arrange, execute and administer the Services agreed in the Sign Off Form, Proposal or any email agreeing to the delivery of the Services;

3.2 The detail of these Services will be outlined in the Sign Off Form or an associated Proposal;

3.4 You agree to any timeframes or Optimisation Progression as outlined in the Sign Off Form or
associated Proposal;

3.5 Based on the Optimisation Progression, the Services will be planned to occur in specific months during our engagement, the exact date within the month the Services will be delivered is not defined however, and Services may be delivered at any time in that month;    

3.6 The Services will be delivered based on the Optimisation Progression; however, we reserve the right to adapt this progression based on either: requests from you which fit outside the agreed Services, delays in sign off or feedback from you on recommendations we have made, delays in requested and agreed website development changes to enable the progression of the Services, or any part of the Services becoming more time consuming or complicated than was originally anticipated and planned;

3.7 You agree to give us clear briefings on your proposed projects and requirements from us and give us all relevant information and facts required for us to deliver the Services, this includes prompt notification of any relevant changes to your business, marketplace, website, and any other marketing you are conducting during our delivery of the Services;

3.8 You understand that at various points during the delivery of the Services we will require your sign off on individual or groups of recommendations, and you agree to respond to these requests for sign off within seven working days, to allow us to keep to the agreed Optimisation Progression;

3.9 You agree that should your sign off not come in seven working days from request, we will continue with the delivery of services as stated under the Optimisation Progression as if sign off has been acquired, and that any subsequent change to how our recommendations are applied because of late response to our requests will delay the Optimisation Progression accordingly;

3.10 You understand that there are sometimes circumstances that mean we can't complete a piece of work as per the Optimisation Progression. These are sometimes related to a part of the Optimisation Progression being more complicated with some sites, more complicated technical issues, a higher volume of keywords to research, and/or a lack of feedback or sign off from you or any third party engaged by you that needs to complete work we have suggested, and that if such a delay occurs we will catch up on uncompleted tasks in the next months;

3.11 You understand that if the agreed Services include SEO, the first point at which the results of the work might assessed will be at the first agreed milestone, which will be the first keyword ranking report following the completion of the SEO work, this will typically be at the end of the first six months in the Optimisation Progression or at the end of a Project, you should not expect to see rankings progress before this;

3.12 You understand that changes may be required to your website, website content, social media channels, online display ads etc., based on our recommendations, and that unless specifically agreed in the Sign Off Form we will not apply these changes and the cost is not included in the fees quoted in the Sign Off Form, these Terms, or applicable Proposal;

3.13. You agree that and once any changes have been agreed to your website, website content, social media channels, online display ads etc., you will authorise these with your chosen web developer, designer, content writer, or any other applicable third party engaged by you, and enable them to deliver these changes in a timeframe that will allow us to keep to the agreed Optimisation Progression;

3.14 You understand that should any changes required to your website not be completed in a reasonable timeframe from the request, we will continue with the delivery of Services as stated under the Optimisation Progression, but that this will delay the Optimisation Progression accordingly;

13.15 You agree that we are not responsible for any changes applied to your site incorrectly by you, your website developer, or any third party, whether these changes were recommended by us or not, and that this includes, but is not exclusive to, incorrectly changing website URLs, incorrectly applying website redirects, incorrectly changing the structure of your site, blocking the site from indexing, applying changes or additions which slow down the site;

3.16 You agree that should the changes or delays to the Optimisation Progression outlined in clause 3.6 to clause 3.11 of these Terms occur, they shall not, in any way, be considered to be a breach on our part of these Terms, the Proposal or the Sign Off Form, and they will not affect the Payment Terms as outlined in clause 11 of these Terms, and you will be invoiced as agreed on a monthly basis at the agreed fee;  

3.17 You may request us in writing to change or cancel any plans or work in progress and we will take all reasonable steps to comply with any such request provided it is not in contravention of these Terms and/or the Sign Off Form;

3.18 If the Services as outlined in the Sign Off Form necessitate work to be done over a specified period then this and any notice periods applicable to the Services will also be outlined in the Sign Off Form;

3.19 We may engage a third party to deliver part of the Services we carry out for you;

3.20 If we use a third party, we will have no obligation to disclose which Services have been delivered
by a third party, the reason why we have chosen to use a third party for this part of the Services, or the
costs associated;

3.21 Unless otherwise specified and agreed, the costs of any third-party engaged by us, are included in the fees agreed within the Sign Off Form, this does not include the fees for any third-party engaged by you;

3.22 If you have engaged us to complete a Project, then the Sign Off Form will outline an expected timeline for the completion or a completion date for the Project, this will be calculated based on us receiving from you, information or responses to recommendations we have made to you regarding the Project within no more than three working days from the request for that information or the submission of the recommendations;

3.23 If during a Project, and without previous notification from you, we do not receive responses to requests for information or recommendations within three working days, we cannot be held responsible for the project timeline or date of completion being delayed, and we cannot, in any way, be considered to be in breach of these Terms, the Proposal or the Sign Off Form, and this will not affect the Payment Terms as outlined in clause 11 of these Terms;  

3.24 You agree that if you have engaged us for a Project, you will give us all the relevant information and facts required for us to deliver the Project within the expected timeline, and if during the project you stop giving us the information, feedback, responses, or instructions to go ahead with the recommendations we have made to you, and that are required to complete the Project, for more than three weeks following our request for such, you will be in breach of these Terms, and we will have the right to charge a cancellation fee equal to the full project fee, minus any deposit or advance payment made by you to us in respect of the project;


4.1 We will always aim to deliver the Services professionally;

4.2 We will give a clear explanation, either verbally or in writing, of why we believe the Services are right
for you; 

4.3 We will give clear reporting on the Services in a format and at intervals agreed between us;

4.4 If the engagement is outside of the first 6-month service period and the Client feels we have failed to deliver the Services or the level of service detailed in these terms, the Sign Off Form or Proposal, the Client must provide us with written notification and detail of this failure and give us 30 days within which to explain and/or rectify the perceived failure prior to any further action;

4.5 Following clause 4.4, if the Client has proven we have failed to deliver the Services as outlined in these Terms, any applicable Sign Off Form, and any applicable Proposal, and can show that despite the 30 days used to rectify the perceived failure, that we are still failing to deliver the Services, or level of service detailed in these Terms, the Sign Off Form or Proposal, the Client can then give notice of 2-months subject to clause 2.6, 2.7, 2.8 and 2.9;


5.1 Our main working hours are Monday to Friday - from 9:00 am to 5:30 pm GMT;

5.2 We will sometimes work on weekends and in the evenings, but this will be at no additional cost to you and will be as needed to ensure that the Services that were agreed are being delivered; 

5.3 We do not guarantee that we will work evenings or weekends at a clients request;

5.4 The Services we deliver will be spread throughout the month in which the Services have been agreed to take place rather than across a short period within the month; and normally during our main working hours;


6.1 During our main working hours, you can expect a prompt response to any direct communication with us which will normally be within 48 hours of your communication;

6.2 From time to time there may be a delay in responding within the time stated above but we will always endeavour to respond as quickly as is reasonably possible;


7.1 We will hold in confidence all information and ideas of any kind (except as defined in Clause 7.7 below) relating to your business (hereinafter referred to as ‘Confidential Information’);

7.2 We will undertake to apply to all Confidential Information disclosed in accordance with the provisions of these Terms the same degree of care with which we treat and protect our own proprietary information against public disclosure;

7.3 All such Confidential Information shall not be disclosed to any third party without your prior written consent.  Where such consent is granted, disclosure shall only be made to a third party where such a third party accepts similar obligations of confidence to those contained in these Terms;

7.4 Copies or reproductions of the Confidential Information shall not be made except as reasonably necessary and all copies made shall remain your property.  All Confidential Information and copies thereof shall be returned to you automatically after the Services or within thirty days of receipt of a written request by you if the Services have not concluded;

7.5 We undertake not to use the Confidential Information for any purpose other than the purpose of the Services and to ensure that dissemination of Confidential Information is on a strict ‘need to know’ basis.

7.6 The obligations relating to the confidentiality and use of information and ideas shall survive for 24 months from the date termination of our Services to you;

7.7 For the purposes of these Terms information and ideas shall not be considered Confidential Information if such information and ideas:

7.7.1 are in or pass into the public domain other than by breach of these Terms by us; or

7.7.2 can be shown by us to have been known to us prior to the disclosure by you; or

7.7.3 are disclosed to us without restriction by a third party having full right to disclose; or

7.7.4 can be shown to have been developed by or for us independently of the disclosure; or

7.7.5 are approved for general release by your written consent; or

7.7.6 are required by law or any governmental or other regulatory authority to be disclosed;


8.1 Under no circumstances shall we, our partners, directors, employees, consultants or associated third parties be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, or for any loss of website traffic, enquiries or conversions, due to the Services carried out on behalf of the Client, whatsoever or howsoever arising either during or after the Services have been completed, and that these limitations to our liability, which include but are not exclusive to those listed in Clause 13 of these terms, shall remain in perpetuity whether we are still engaged by the Client to deliver the Services or not;

8.2 The maximum liability of OM to the Client arising out of the delivery, non-delivery, performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall not exceed the total fee paid to Onion Marketing Ltd for the last one month's Services rendered under these Terms, this shall not include the spend on any advertising paid to third parties either through us or as recommended by us; and that these limitations to our liability shall remain in perpetuity, whether we are still engaged by the Client to deliver the Services or not;


9.1 We retain no right to or ownership over any of your website content or code;

9.2 We retain the right to use your name, and company name in client lists and case studies to promote
our Services;

9.3 You retain no right to or over the Services beyond that which is agreed within the Sign Off Form;

9.4 We retain the right to all documentation and correspondence sent to you and you have no right to use any documentation or correspondence for any purpose not directly involving us, your direct employees or business partners nor to disclose this documentation and correspondence to any other third party without our prior written permission;


10.1 As part of the Services, we may buy content placements on third party websites, which will be directed to your website;

10.2 These (paid) ads, links, listings, or content placements will come in various forms including Directory links, Article links, News links, Blog post links, or individual Text links;

10.3 We are authorised by you to buy such advertising and/or inbound hyperlinks from third-party websites for you;

10.4 At agreed intervals, and at your request, we will provide you with a report that outlines the ads and links bought on your behalf;

10.5 You may request that any on-going ads and links be cancelled, and we will cancel these based on the terms of the media they have been placed on;

10:6 We will not be responsible for any paid placements which are not removed by the media; 


11.1 As part of the Services, and in agreement with you, we may buy Pay-Per-Click advertising and/or Remarketing, on your behalf, which will be directed to your website;

11.2 These (paid) ads, will come in various forms including Pay-Per-Click (Google AdWords or Bing Ads), Remarketing, Display ads, and Social Media ads, and from advertising platforms such as Google AdWords, Bing Ads, Facebook, Google Display Network etc;

11.3 You agree that if we set up an account up for you on an advertising platform like Google AdWords or Bing Ads, we can agree the advertising platforms terms and conditions on your behalf, and it is your responsibility to find or request a copy of those terms and to review them;

11.4 You agree that you will pay for the advertising on these platforms directly to the platform and we have no responsibility over the billing, invoicing, or payment for any advertising, this is entirely your responsibility;

11.5 We have no obligation to supply invoices from the advertising platforms, you must log in to retrieve them yourselves, if you do not have a log in it is your responsibility to request a log in from us;

11.6 You agree and understand that each advertising platform may have different payment rules and it is your responsibility to comply with them;

11.7 You agree and understand that some platforms are based outside of the UK for billing reasons and there may be varied VAT or tax rules, and that these and accounting appropriately for these are entirely your responsibility;

11.8 You agree and understand that any budgets agreed, and money spent is exclusive of VAT, and VAT where applicable may be added on invoice;

11.9 As part of the delivery of advertising on these platforms we will change the campaign to try and improve performance, these changes can have negative as well as positive effects, and if negative effects occur, these are part of the ad optimisation process and you agree that any negative effects will not be seen as a failure to deliver the Services as agreed;

11.10 You agree and understand that as part of the Services, we may from time to time need to leave the account without changes for some time to monitor the effect of previous changes, these monitoring periods can be of any length of time as we see fit, and if the account sees no changes in these periods you agree that the lack of changes will not be seen as a failure to deliver the Services as agreed;

11.11 You agree that we shall have no liability whatsoever for loss of sales, enquiries, revenue or profit relating to the Services agreed as applicable to these advertising platforms, management for the advertising, changes in the advertising marketplace, changes to the way the advertising platform operates, or terms and policies, and changes of such, by the advertising platforms;

11.12 We will agree a monthly budget/spend for these platforms, and you agree that you have a duty, on an ongoing basis, to keep up to date with and check the budget allocated to and the sums spent through these platforms, either through the platforms invoicing interface or the reports we set up/send you to ensure they match your expectations and ability to pay, and that based on these checks you hold sole responsibility for the spend on these platforms, whether they match the original agreed budget/spend or not;


12.1 Unless otherwise outlined in the Sign Off Form, standard payment terms for Retained Services are 15 days from invoice date, and payment terms for Projects are 50% in advance and 50% on completion;

12.2 On commencement of the Services either the first month’s fees are payable in advance for Retained Services or 50% of total fee are payable in advance for Projects;

12.3 Invoices will be sent to you either in advance for the first month of retained work, at the end of the month in which retained work has been completed, or 50% in advance and 50% on completion for project work;

12.4 Invoices must be paid bank transfer;

12.5 If any invoice is overdue or unpaid by more than 30 days then we have the right, at our option, to suspend the Services, or omit part of the Services until you have paid all outstanding amounts provided, and that such suspension shall not, in any way, be considered to be a breach on our part of these Terms or the Sign Off Form, and we have the right to claim payment of the overdue or unpaid invoice through the standard legal claims processes;

12.6 If any invoice is overdue by more than 30 days then we have the right, at our option, to charge interest on the outstanding amount at the rate of 5% per annum above the Bank of England base rate, calculated pro rata on a daily basis;

12.7 If you request for part or all of the Services to be delivered within a different timeframe either within the month or across any agreed engagement period, we reserve the right to charge additional fees and an estimate of these fees will be provided to you upon written request by you; 

12.8 If you request for changes to the Services, we reserve the right to charge additional or adapted fees, and an estimate of these fees will be provided to you upon written request by you;

12.9 If you cancel a Project before it is completed, either by communicating its cancellation in writing, by phone, or by breach of these Terms, then we reserve the right, at our option, to charge a cancellation fee equal to the entire agreed project fee, minus any deposit or advance payment made by you to us in respect of the project;      


13.1 SEO (Search Engine Optimisation) is an iterative process. As we work through the Services, and at different stages through the Services, we will apply different optimisation tactics to move the site to your desired goal. Throughout this process we might uncover new or additional tactics which are needed, and we cannot be held responsible for not identifying them or applying these tactics within the Services at an early point in the engagement;

13.2 Part of the search engines (Google etc.) approach to ranking a website is to appraise the inbound links (hyperlinks) that point to your site from other websites pages.  The search engines prefer a profile of inbound links that they consider ‘natural’, i.e. not artificially influenced by the owners or agents working on behalf of the owners of the website the links point to.  The Services we will offer you may include content placements and other strategies to aid the growth of these links (link building / acquisition), which will artificially influence the profile of your inbound links.  If you have agreed to such Services, as outlined in the Proposal, or Sign Off Form, or as outlined in clause 10 of these Terms, under no circumstances will we be held responsible for any such activity being identified by the search engines and then negatively affecting the keyword rankings of your website, your website traffic, enquiries or conversions you gain through your website, this includes receiving an ‘unnatural links’ notice or penalty from Google (either algorithmic or manual);   

13.3 We cannot be held responsible for gains in your keyword positions being eroded once our work
has stopped;

13.4 We cannot guarantee keyword rankings. All ranking predictions (if given) are merely estimates and we cannot be held responsible if keyword rankings are not achieved;

13.5 The search engines use algorithms to help determine your keyword rankings.  Because these algorithms regularly change, we cannot be held responsible for any reduction in rankings, website traffic, enquiries, sales, revenue or profit, due to a change, development or adaptation to any search engine algorithm, that then devalues or penalises any part of Services we have delivered, or any specific or broad characteristic of your website, business or marketplace; 

13.6 We cannot guarantee to identify a Google / Bing penalty, or suppression of site performance because of an algorithm change (including keyword rankings, website traffic, enquiries, sales) prior to our engagement to deliver the Services;

13.7 We cannot be held responsible for lack of results, e.g. improvements in rankings, website traffic, enquiries, sales, revenue or profit, because of a Google / Bing penalty, or suppression of site performance because of an algorithm change (including keyword rankings, website traffic, enquiries, sales) prior to our engagement to deliver the Services, whether we identify the penalty or suppression, or not;

13.8 Different search engines have different algorithms and therefore results may differ from one engine to the next. We cannot be held responsible for any differences across the search engines;

13.9 We do not take any responsibility or liability for any copyright infringements caused by materials submitted by you. We reserve the right to refuse to use any material of a copyrighted nature unless adequate proof is given of permission to use such material and if we, without previous knowledge of its copyright,
use this material on your behalf, under your instruction, you will indemnify us against any liability in relation
to the use of the material and you will be liable for any damages and legal fees incurred due to the
copyright infringement;

13.10 Part of the Services may include the online distribution of press releases or social media posts.  Once agreed by you and distributed, these will be within the public domain and may be copied, commented on, written about, syndicated and distributed to any other public media, on or offline, by third parties.  We cannot take responsibility or liability for the misuse or any misrepresentation that may occur because of the distribution of these press releases or social media posts.

13.11 Unless specifically described in the Sign Off Form, our Services are focused purely on the ‘UK’ focused versions of the search engines and we cannot be held responsible for non-UK search engines; 


14.1 These Terms shall be governed and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement;   


15.1 These Terms were last updated on 10th Jan 2021

Anti-Bribery Policy

A) Introduction

Bribery is a criminal offence. The Company prohibits any form of bribery. We require compliance, from everyone connected with our business, with the highest ethical standards and anti-bribery laws applicable. Integrity and transparency are of utmost importance to us and we have a zero tolerance attitude towards corrupt activities of any kind, whether committed by employees or by third parties acting for or on behalf of the Company.

B) Policy

It is prohibited, directly or indirectly, for any employee or person working on our behalf to offer, give, request or accept any bribe i.e. gift, loan, payment, reward or advantage, either in cash or any other form of inducement, to or from any person or Company in order to gain commercial, contractual or regulatory advantage for the Company, or in order to gain any personal advantage for an individual or anyone connected with the individual in a way that is unethical.

C) Suspicion

If we suspect that you have committed an act of bribery or attempted bribery, an investigation
will be carried out and, in line with our disciplinary procedure where appropriate, action may be taken against you which may result in your dismissal, or the cessation of our business arrangement with you.

D) Reporting

1) If you, as an employee or person working on our behalf, suspect that an act of bribery or attempted bribery has taken place, even if you are not personally involved, you are expected to report this to the Director. You may be asked to give a written account of events.

2) Staff are reminded of the Company’s Whistleblowing Policy which is available in this Employee Handbook.

E) Gifts and Hospitality

1) We realise that the giving and receiving of gifts and hospitality as a reflection of friendship or appreciation where nothing is expected in return may occur, or even be commonplace, in our industry. This does not constitute bribery where it is proportionate and recorded properly.

2) No gift should be given nor hospitality offered by an employee or anyone working on our
behalf to any party in connection with our business without receiving prior written approval from the Director.

3) Similarly, no gift or offer of hospitality should be accepted by an employee or anyone working on our behalf without receiving prior written approval from the Director.

F) Record Keeping

1) A record will be made by the Office Manager of every instance in which gifts or hospitality are given or received.

2) As the law is constantly changing, this policy is subject to review and the Company reserves the right to amend this policy without prior notice.