ADAPTIVE SEO CO., LTD
TERMS & CONDITIONS OF SERVICE
Effective from: 26th January 2026
1. Definitions & Interpretation
1.1 “Supplier” means Adaptive SEO Co., Ltd.
1.2 “Client” means the party purchasing services from the Supplier.
1.3 “Services” means professional SEO, digital marketing, consultancy, hosting, web development, or related services provided by the Supplier on a retainer or project basis.
1.4 “Agreement” means these Terms & Conditions together with any proposal, scope of work, order form, or written agreement accepted by the Client.
1.5 Headings are for convenience only and do not affect interpretation.
2. Entire Agreement
2.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, agreements, or understandings, whether written or oral.
2.2 No variation or amendment to this Agreement shall be effective unless agreed in writing and signed by a Director of the Supplier.
3. Term
3.1 The Agreement shall commence on the agreed start date and shall continue for a minimum initial term of six (6) months (“Initial Term”).
3.2 Following the Initial Term, the Agreement shall continue on a rolling monthly basis unless terminated in accordance with Clause 4.
4. Termination
4.1 Either party may terminate the Agreement after the Initial six (6) month Term by providing thirty (30) days’ written notice.
4.2 The Client may not terminate the Agreement during the Initial six (6) month Term except where expressly permitted by this Agreement.
4.3 Termination shall not affect any accrued rights or obligations, including outstanding payment obligations.
5. Fees
5.1 The Client agrees to pay a minimum monthly fee of £995 (exclusive of VAT) unless otherwise agreed in writing.
5.2 Fees are payable regardless of usage, deliverables, rankings, traffic, leads, revenue, or results.
5.3 The Supplier does not guarantee specific outcomes, rankings, performance metrics, or commercial results.
6. Invoicing & Payment
6.1 All fees are invoiced monthly in advance.
6.2 Payment must be received in cleared funds prior to the commencement or continuation of Services.
6.3 Time for payment is of the essence.
6.4 The Client shall not withhold, delay, or set off payment for any reason.
7. Late Payment - Suspension of Services
7.1 If any invoice remains unpaid seven (7) days after its due date, the Supplier may immediately suspend all Services without liability.
7.2 Suspension of Services does not pause, reduce, or extinguish the Client’s obligation to pay fees, which shall continue to accrue during any suspension period.
8. Late Payment - Termination & Accelerated Fees
8.1 If any invoice remains unpaid for thirty (30) days or more, the Supplier may terminate the Agreement immediately by written notice.
8.2 Upon termination under Clause 8.1, all remaining fees due for the remainder of the Initial Term shall become immediately payable, such sum being a genuine pre-estimate of the Supplier’s loss.
9. Interest & Recovery Costs
9.1 The Supplier may charge interest on overdue sums at a rate of 8% per annum above the Bank of England base rate, accruing daily until payment is received in full.
9.2 The Client shall reimburse the Supplier all reasonable costs incurred in recovering overdue sums, including legal fees, debt collection costs, and administrative expenses, on an indemnity basis.
10. Retention of Control & Access
10.1 The Supplier retains control of all systems, tools, platforms, accounts, credentials, materials, and deliverables associated with the Services until all outstanding invoices are paid in full.
10.2 No licence, access, or ownership rights transfer to the Client until payment is complete.
11. Client Responsibilities
11.1 The Client shall:
Provide timely access, approvals, and information reasonably required to perform the Services
Respond to requests within five (5) working days
Ensure that all materials supplied do not infringe third-party rights
11.2 The Supplier shall not be responsible for delays or performance issues caused by the Client’s failure to comply with this clause.
12. Limitation of Liability
12.1 The Supplier shall not be liable for any indirect, incidental, special, or consequential loss, including (without limitation) loss of profit, revenue, data, goodwill, or anticipated savings.
12.2 The Supplier’s total liability under this Agreement shall not exceed the total fees actually paid by the Client in the one (1) month preceding the event giving rise to the claim.
13. Warranties & Disclaimers
13.1 All warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.
13.2 The Services are provided on a professional services basis and not as a results-based or guaranteed outcome service.
14. Force Majeure
14.1 The Supplier shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including (without limitation):
- acts of God;
- governmental action, regulation, or restriction;
- war, terrorism, civil unrest, or hostile acts;
- health emergencies, pandemics, or lockdowns;
- power failure, network failure, or internet infrastructure failure;
- failures or changes to third-party platforms, systems, or services; and
- changes, updates, modifications, penalties, or algorithmic adjustments made by search engines (including but not limited to Google), advertising platforms, or other third-party technology providers, whether announced or unannounced.
14.2 The Supplier does not guarantee stability of rankings, traffic, visibility, or performance where such outcomes are impacted by the events listed above.
15. Personal Guarantee (Where Applicable)
15.1 Where the Client is a limited company, the individual signing this Agreement on behalf of the Client personally guarantees payment of all sums due under this Agreement.
16. No Waiver
16.1 Failure or delay by the Supplier to exercise any right shall not constitute a waiver of that right.
17. Governing Law & Jurisdiction
17.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
17.2 The courts of England and Wales shall have exclusive jurisdiction.
18. Acceptance
18.1 By signing a proposal, scope of work, order form, or by instructing the Supplier to commence Services, the Client confirms acceptance of these Terms & Conditions.