Legal

Terms & Conditions

Last updated: January 2025

These terms govern the relationship between The Search Foundry and our clients. By instructing us to carry out work, you agree to be bound by them.

Definitions

In these Terms and Conditions:

  • "The Search Foundry", "we", "us" — our digital marketing business based in Bournemouth, Dorset
  • "Client", "you" — the individual or business engaging our services
  • "Services" — SEO, PPC, content, marketing strategy or other digital marketing services as agreed in writing
  • "Proposal" — any written quotation, statement of work or service agreement issued by us
  • "Fees" — charges payable by you as set out in the Proposal
  • "Confidential Information" — non-public information relating to either party's business, clients or strategies

Our services

The Search Foundry provides SEO and digital marketing services including technical SEO, local SEO, ecommerce SEO, content strategy, PPC management and marketing strategy consultancy.

Specific services will be set out in a written Proposal, which forms part of the contract between us. No work commences until both parties have agreed the scope in writing.

We reserve the right to decline services where we reasonably believe a project would require unethical practices, conflict with an existing client, or fall outside our expertise.

Engaging us

A contract is formed when you confirm in writing (including by email) that you accept our Proposal. These Terms and Conditions become binding on both parties at that point.

Free audits provided before engagement are offered in good faith and do not create any obligation on either party to proceed.

Fees and payment

Fee structure

Our fees are as set out in the agreed Proposal, quoted in pounds sterling (GBP) and exclusive of VAT where applicable.

Payment terms

  • Monthly retainer fees are invoiced in advance at the start of each calendar month
  • Project fees are typically 50% on commencement and 50% on completion, unless otherwise agreed
  • All invoices are due within 14 days of the invoice date
  • We reserve the right to charge statutory interest on overdue amounts at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998

Fee reviews

We may review fees annually with at least 30 days' written notice. If you do not wish to continue at the revised rate, you may terminate in accordance with Section 10.

Ad spend: where we manage paid advertising, your ad budget is paid directly to the platform (e.g. Google Ads). This is separate from and in addition to our management fee.

Your obligations

To enable us to deliver effective services, you agree to:

  • Provide timely access to information, accounts, platforms and approvals we reasonably require
  • Ensure content and materials you supply do not infringe third-party rights and are accurate
  • Designate a primary point of contact with authority to make decisions
  • Review and provide feedback on deliverables within 10 working days unless otherwise agreed
  • Notify us promptly of significant business changes that may affect the services
  • Pay invoices by the due date

We will not be liable for delays or underperformance caused by your failure to meet these obligations.

Our obligations

We agree to:

  • Deliver the agreed services with reasonable skill, care and diligence
  • Keep you reasonably informed of progress and any material issues
  • Provide monthly reporting on agreed metrics
  • Follow current best practices and industry standards
  • Maintain the confidentiality of your business information
  • Not work simultaneously with a direct competitor in the same geographic market without your prior agreement

Intellectual property

Your materials

You retain ownership of all intellectual property you supply to us. You grant us a non-exclusive licence to use these solely for the purpose of providing the Services.

Our deliverables

Upon receipt of full payment, intellectual property in deliverables created specifically for you (such as written content and strategy documents) passes to you. Our underlying methodologies, templates and frameworks remain our property.

Our website

All content on searchfoundry.co.uk is our property or used under licence. You may not reproduce or distribute it without our prior written consent.

Confidentiality

Both parties agree to keep the other's Confidential Information strictly confidential and not disclose it to any third party without prior written consent, except where required by law, or to employees or contractors who need it to perform the Services under equivalent confidentiality obligations.

This obligation continues for 2 years after the end of our working relationship.

We may refer to you as a client only with your prior written consent.

Liability

Limitation of liability

To the fullest extent permitted by law, our total liability to you shall not exceed the total fees paid by you in the 3 months immediately preceding the event giving rise to the claim.

Excluded losses

We shall not be liable for any loss of profits, revenue, business, anticipated savings, goodwill, reputation, or indirect or consequential losses, including losses arising from Google algorithm updates or changes to third-party platforms beyond our control.

Exceptions

Nothing in these terms excludes liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

Termination

Notice period

Either party may terminate an ongoing retainer by giving 30 days' written notice (email is acceptable). We will continue to provide services and invoice during the notice period.

Immediate termination

Either party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice, or becomes insolvent or ceases to trade.

Effect of termination

Upon termination, all outstanding invoices become immediately due. We will provide reasonable handover assistance for up to 5 working days at no charge, and promptly return access credentials and data belonging to you.

No guarantees of results

Important: we do not and cannot guarantee specific rankings, traffic levels, leads or revenue outcomes from our services.

Search engine rankings are determined by algorithms operated by third parties, primarily Google, which change frequently and are outside our control. Any projections or targets we discuss are based on professional judgement and are not contractual commitments.

We will always work in your best interests, communicate honestly about performance and adjust strategy based on data — but we cannot be held liable for outcomes that fall short of expectations where we have acted with reasonable skill and care.

Third-party platforms

Our services often involve working within platforms including Google Search Console, Google Ads, Google Analytics and Google Business Profile. These have their own terms of service outside our control.

We are not responsible for changes to platform features or policies, suspension or removal of your accounts, data loss or downtime on third-party platforms, or the performance of any third-party tools we use on your behalf.

Use of our website

You may use searchfoundry.co.uk for lawful purposes only. You must not attempt to gain unauthorised access to our systems, transmit unsolicited commercial communications, or introduce malicious code or harmful material.

We make no warranty that our website will be available at all times or free from errors. We reserve the right to withdraw or change it at any time without notice.

Governing law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating formal proceedings, both parties agree to attempt resolution informally by contacting the other in writing and allowing 30 days for a good-faith response.

Changes to these terms

We may update these Terms from time to time. Where changes are material, we will notify existing clients by email at least 30 days before they take effect. The current version will always be available on our website.

Contact

Any questions about these Terms:

The Search Foundry — Bournemouth, Dorset
[email protected]  ·  01202 440355