1. Definitions and Interpretation

1. These Terms and Conditions apply to the provision of the services detailed in our quotation or statement of work (Services or SOW) by ClickPower Ltd, a company registered in England and Wales under number 14153339 whose registered office is at 22 Clarence Way, Tamworth, B79 7DT (we or us or Service Provider), to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation/SOW or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions together with our quotation/SOW (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3A. Order of precedence: If there is any conflict, the quotation/SOW prevails over these Terms and Conditions.

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice versa.

6A. Commencement Date means the later of (i) signature of the Contract and receipt of the first payment, and (ii) provision of required access credentials. Work may begin on signature and payment; timelines and any minimum terms run from the Commencement Date.

6B. Minimum Terms: Certain Services are subject to a minimum contract term as specified in the quotation/SOW (“Minimum Term”). Where a Minimum Term applies, you may not cancel the Services during that period except where we are in material breach of the Contract. Following the expiry of any Minimum Term, the Contract will continue on a rolling 30-day basis unless either party provides written notice of cancellation in accordance with Clause 22A. The 30-day cancellation period in Clause 22A applies at the end of any Minimum Term and at any point during the rolling period thereafter. Where you cancel during a Minimum Term, you will remain liable for all Fees that would have been due for the remainder of the Minimum Term, in addition to the 30-day cancellation period under Clause 22A.

2. Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation/SOW, including any specification, in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation/SOW; however, time shall not be of the essence in the performance of our obligations.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

9A. SEO standards and disclaimers: Where the Services involve SEO, we adhere to search engine guidelines and will not implement deceptive or spam tactics (including private blog networks or undisclosed paid links). We do not guarantee specific rankings, traffic, leads or conversions due to factors beyond our control (including algorithm changes, competitor activity, seasonality and site changes).

9B. Scope and rollover: Activities outside the quotation/SOW are out of scope unless agreed in writing. Unused time in any month does not roll over unless agreed in writing.

9C. In delivering certain Services, including local SEO and review management services, we use third-party platforms that incorporate artificial intelligence (AI) functionality. This includes, but is not limited to, AI-assisted drafting and publication of Google Business Profile posts and AI-generated responses to customer reviews.

9D. You acknowledge and accept that some content published on your behalf as part of the Services may be generated with the assistance of AI tools. We retain editorial responsibility for the general direction of such content but do not individually review every automated post or review reply where an automated workflow is in operation as part of the agreed service.

9E. You are responsible for notifying us promptly of any content restrictions, brand sensitivities, topics to avoid, or specific response requirements. We will use reasonable endeavours to apply these restrictions within the capabilities of the platforms used. We are not liable for AI-generated content that falls outside restrictions you have not communicated to us in writing.

9F. Where we manage third-party accounts on your behalf, including Google Business Profile, all such accounts remain your property. On termination of the Contract, we will remove our access from such accounts within 10 business days of the effective cancellation date, provided all outstanding Fees have been settled in full. We reserve the right to suspend active management of third-party accounts where payment is overdue, in accordance with Clause 29.

3. Your Obligations

10. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services (including CMS, hosting/DNS, Google Search Console, Google Analytics, and Google Tag Manager, as applicable).

11. If you do not comply with clause 10, we can suspend or terminate the Services.

12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with this section (Your obligations).

12A. Approvals and timelines: You will provide approvals and materials within 5 business days unless otherwise agreed. Delays may impact timelines; time is not carried over.

4. Fees and Deposit

13. The fees (Fees) for the Services are set out in the quotation/SOW and are on a time and materials or fixed-fee basis, as stated. Fees may be invoiced monthly in advance if set out in the quotation/SOW.

14. In addition to the Fees, we can recover from you: a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses; b) the cost of services provided by third parties and required by us for the performance of the Services; and c) the cost of any materials required for the provision of the Services. Third-party costs paid by us on your behalf will be recharged at cost with prior approval.

15. You must pay us for any additional services provided by us that are not specified in the quotation/SOW in accordance with our then-current applicable hourly rate as notified to you at the time the additional work is agreed. Where no rate has been specifically agreed, our standard rate (currently starting from £75 per hour ex VAT) will apply. Rates vary depending on the nature of the work required. The provisions of clause 14 also apply to these additional services.

16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

17. You must pay a deposit (Deposit) if detailed in the quotation/SOW at the time of accepting the quotation/SOW.

18. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).

19. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

5. Cancellation and Amendment

20. We can withdraw, cancel or amend a quotation/SOW if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation/SOW (unless the quotation/SOW has been withdrawn).

21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation/SOW.

22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

22A. Where you cancel the Services after accepting the quotation/SOW or after any work has commenced, you will remain liable for all Fees due up to the effective cancellation date, and for an additional 30 calendar days following the date we receive your written cancellation notice. This 30-day cancellation period is chargeable regardless of whether further Services are requested or used during this period, to cover costs incurred and allocated resources. Any waived discounts or setup fees become payable upon early termination.

23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

6. Payment

24. We will invoice you for payment of the Fees either: when we have completed the Services; or on the invoice dates set out in the quotation/SOW (including monthly in advance where stated).

24A. If Services are cancelled in accordance with Clause 22A, we will issue a final invoice covering the 30-day cancellation period, which must be paid in accordance with the payment terms below.

25. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

26. Time for payment shall be of the essence of the Contract.

27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the Bank of England base lending rate from time to time on the amount outstanding until payment is received in full, and a £25 administration fee may be applied.

28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

29. If you do not pay within the period set out above, we can suspend any further provision of the Services (including access/reporting) and cancel any future services which have been ordered by, or otherwise arranged with, you. Suspension is without prejudice to our other rights and remedies.

29A. On termination or expiry of the Contract, we will, within a reasonable period, provide you with a final summary report where applicable. Access to any third-party reporting portals or dashboards provided as part of the Services will be removed on the effective cancellation date. We are not obliged to retain or transfer historical data from third-party platforms after termination. Any data transfer requests must be made in writing before the effective cancellation date.

30. Receipts for payment will be issued by us only at your request.

31. All payments must be made in British Pounds unless otherwise agreed in writing between us.

7. Sub-Contracting and Assignment

32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party. Where we subcontract any element of the Services, we remain responsible for the quality and delivery of those Services to you. Sub-contracting does not reduce our obligations under this Contract.

33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

8. Termination

34. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions;

34A. In the event of termination by either party, Clause 22A shall apply and the Customer will remain liable for all Fees for the 30-day cancellation period, unless termination was caused solely by our breach.

b. fail to pay any amount due under the Contract on the due date for payment; or

c. in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

34B. We may terminate immediately on written notice if you request or implement deceptive or spam SEO practices.

9. Intellectual Property

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods or materials supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

10. Liability and Indemnity

36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

37. The total amount of our aggregate liability is limited to the Fees paid by you in the 3 months preceding the event giving rise to liability.

38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation/SOW for:

a. any indirect, special or consequential loss, damage, costs, or expenses; or

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

d. any losses caused directly or indirectly by your failure or breach in relation to your obligations; or

e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

11. Data Protection

41. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

42. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as may be amended, extended and/or re-enacted from time to time.

43. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in UK GDPR.

44. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and shall refrain from Processing any Personal Data for its own or for any third party’s purposes.

45. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.

46. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

47. Further information about the Service Provider’s approach to data protection is specified in its Data Protection Policy, which can be found on our website under Privacy Policy. For any enquiries or complaints regarding data privacy, you can email: [email protected].

12. Circumstances Beyond a Party’s Control

48. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

13. Communications

49. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

50. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

b. when sent, if transmitted by email and no bounce is received; deemed received on the next business day;

c. on the fifth business day following mailing, if mailed by national ordinary mail; or

d. on the tenth business day following mailing, if mailed by airmail.

51. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

14. No Waiver

52. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.

15. Client Communication

53. Our primary method of day-to-day communication is email. We aim to respond to all client emails within 2 business days. Where a matter is urgent, please indicate this clearly in the subject line of your email.

54. Where you wish to speak by phone or video call, we ask that a meeting is booked in advance by email rather than by unscheduled call. This allows us to give your query proper attention and prepare anything relevant in advance. We are not always available to take unscheduled calls, and missed calls will be followed up by email within our standard response window.

55. Each package includes a reasonable level of client communication as part of the monthly service. For the Starter Local SEO package this covers email correspondence and one scheduled check-in call per quarter. For Launchpad, Accelerator, and Domination packages this covers email correspondence and one scheduled monthly or quarterly review call as appropriate to the package. Additional strategy sessions or calls requested outside of this may be charged at our standard hourly rate where they materially exceed the communication included in the package.

56. We ask that clients allow the full 2-business-day response window before following up on an email. This helps us manage our workload effectively and ensures all clients receive a consistent standard of service.