Terms &Conditions

1.1 — Scope of Engagement

GWContent provides SEO consultancy, AEO strategy, content marketing, technical audits, and related advisory services (“Services”). The exact scope, deliverables, timeline, and fees applicable to your engagement are defined in the project proposal, statement of work, or service agreement provided to you prior to commencement.

1.2 — Variations & Additional Work

Any work outside the agreed scope constitutes a variation. I will notify you in writing when a request falls outside scope and provide a revised fee estimate. No additional work will begin without written approval. Verbal agreements do not constitute scope confirmation.

1.3 — Third-Party Platforms & Tools

Where services involve third-party platforms (Shopify, Google Search Console, Ahrefs, Semrush, Screaming Frog, etc.), you are responsible for maintaining active subscriptions and providing appropriate access. I am not liable for limitations, outages, pricing changes, or policy updates imposed by third-party platforms.

1.4 — No Guarantee of Results

SEO and content marketing involve significant uncertainty and depend on factors outside my control, including search engine algorithm updates, market conditions, competitor activity, and your site’s technical implementation. I do not guarantee specific rankings, traffic levels, revenue outcomes, or AI visibility. All projections and forecasts are indicative only and should not be treated as contractual commitments.

1.5 — Client Responsibilities

You agree to provide timely access to information, accounts, and personnel reasonably required to deliver the Services. Delays caused by late provision of materials, feedback, or approvals may affect agreed timelines, for which I accept no liability.

2.1 — Fees

All fees are stated in GBP (£) and are exclusive of VAT unless explicitly stated otherwise. Where VAT applies, it will be added at the prevailing UK rate on invoices.

2.2 — Payment Terms

Invoices are due within 14 calendar days of the invoice date unless alternative terms are agreed in writing prior to commencement. Retainer fees are invoiced monthly in advance. Project-based work is typically invoiced as follows:

• 50% deposit required before work commences
• 50% balance invoiced on delivery of final deliverables
• Alternative milestone structures can be agreed in writing

2.3 — Late Payment

Invoices unpaid after the due date will accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. I reserve the right to suspend ongoing work until outstanding invoices are settled, without liability for any resulting delays to your project.

2.4 — Expenses

Any pre-approved out-of-pocket expenses (e.g. software licences, stock imagery, travel costs) will be invoiced at cost with supporting receipts. Expenses will not be incurred without prior written approval.

2.5 — Refunds

Deposits paid to reserve time or commence work are non-refundable. If you cancel mid-project, you remain liable for fees corresponding to work completed up to the cancellation date. Retainer fees for the current billing period are non-refundable upon cancellation.

3.1 — Pre-Existing IP

All intellectual property owned by either party prior to the engagement (“Background IP”) remains the property of the originating party. Nothing in these terms transfers Background IP to the other party. This includes, without limitation, my proprietary frameworks, audit templates, content brief structures, scoring methodologies, and internal tools.

3.2 — Deliverable IP — Upon Full Payment

Subject to receipt of full payment, I assign to you all intellectual property rights in bespoke written deliverables created specifically for your business under this engagement — including published content, SEO copy, and technical audit reports specific to your site. This assignment is worldwide, royalty-free, and perpetual.

3.3 — Retained Rights

I retain the right to: reference your project as part of my portfolio and case studies (subject to confidentiality obligations); reuse methodologies, frameworks, and general approaches applied to your engagement; and use anonymised or aggregated project data for educational content and public commentary.

3.4 — Third-Party Content

Where deliverables incorporate third-party content (licensed images, stock assets, open-source tools), you are responsible for compliance with the relevant third-party licences. I will notify you of any third-party materials included in deliverables.

3.5 — AI-Assisted Work

I may use AI-assisted tools as part of my workflow. All AI-assisted content is reviewed, edited, and approved by me before delivery. Where AI-generated content forms a material part of a deliverable, I will disclose this on request.

4.1 — Limitation of Liability

To the fullest extent permitted by law, my total aggregate liability to you for any claims arising out of or in connection with these terms or the Services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by you to me in the three months immediately preceding the event giving rise to the claim.

4.2 — Excluded Losses

I shall not be liable for any of the following, whether arising directly or indirectly:

• Loss of profits, revenue, business, or anticipated savings
• Loss of data or damage to systems
• Loss of goodwill or reputation
• Indirect, consequential, or special losses
• Losses arising from reliance on forecasts, projections, or recommendations
• Algorithm updates, ranking fluctuations, or changes to search engine or AI platform policies
• Actions taken or not taken by third-party platforms or service providers

4.3 — Client Indemnity

You agree to indemnify and hold me harmless from any claims, damages, losses, or expenses (including reasonable legal costs) arising from: (a) your use of the deliverables in a manner not contemplated by this agreement; (b) your breach of these terms; or (c) any inaccurate, misleading, or unlawful content you provide for use in the Services.

4.4 — Force Majeure

I shall not be liable for any failure or delay in performance caused by circumstances beyond my reasonable control, including but not limited to illness, internet service disruptions, platform outages, natural disasters, or government action. I will notify you as soon as reasonably practicable and resume Services when circumstances permit.

4.5 — Statutory Rights

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

5.1 — Mutual Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement that is identified as confidential or would reasonably be understood to be confidential (“Confidential Information”). This obligation survives termination of the engagement for a period of two years.

5.2 — Permitted Disclosures

Confidential Information may be disclosed where required by law, regulation, or court order, provided I give you reasonable advance notice where permitted. I may also disclose anonymised, non-identifying project data (e.g. traffic growth percentages) for portfolio and case study purposes, unless you request otherwise in writing.

5.3 — Data Processing

To the extent I process personal data on your behalf in connection with the Services, I will do so in accordance with applicable UK data protection legislation (UK GDPR and the Data Protection Act 2018). My Privacy Policy, available at www.gwcontent.com/pages/privacy-policy, applies to any personal data I collect during our engagement.

5.4 — Access Credentials

Any access credentials, API keys, or login details shared with me will be stored securely, used only for the purposes of delivering the Services, and not disclosed to third parties. You should revoke access credentials promptly upon conclusion of the engagement.

6.1 — Termination by Either Party

Either party may terminate an ongoing retainer engagement by providing 30 days’ written notice. Project-based engagements may be terminated by mutual written agreement, subject to payment for all work completed to date.

6.2 — Immediate Termination

I reserve the right to terminate the engagement with immediate effect, without liability, if you: (a) fail to pay an invoice within 30 days of the due date after written notice; (b) act in a manner that is abusive, threatening, or unlawful; (c) request work that violates applicable law or my professional standards; or (d) become insolvent or enter administration.

6.3 — Effect of Termination

On termination: all fees for work completed to date become immediately payable; I will provide you with all completed deliverables; and access to accounts and tools will be revoked. Clauses relating to IP (Section 3), liability (Section 4), confidentiality (Section 5), and governing law (Section 7) survive termination.

7.1 — Governing Law

These terms and any disputes arising from them shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

7.2 — Entire Agreement

These Terms & Conditions, together with any project proposal, statement of work, or service agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements. No other terms — including standard terms in a purchase order — apply unless expressly agreed in writing.

7.3 — Amendments

I may update these terms from time to time. Updated terms will be published at www.gwcontent.com/pages/terms-and-conditions with a revised effective date. Continued engagement after an update constitutes acceptance of the revised terms.

7.4 — Waiver & Severability

Failure to enforce any provision of these terms shall not constitute a waiver of that provision. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and remaining provisions continue in full force.

7.5 — Relationship of Parties

I operate as an independent contractor. Nothing in these terms creates a partnership, joint venture, employment relationship, or agency between GWContent and the client. I am responsible for my own tax, National Insurance, and professional obligations.

7.6 — Notices

Notices under these terms should be sent in writing to graeme@gwcontent.com. Notices are deemed received on the next business day following sending, provided no delivery failure notification is received.