Big Gun Digital Ltd (“The Company”)
These Terms and Conditions constitute a legally binding agreement between **Big Gun Digital Ltd** and **The Buyer (“The Client”)**. By paying an invoice, providing verbal or written instruction to proceed, or utilising the services, the Client acknowledges they have read, understood, and agreed to these terms.
1. DEFINITIONS AND FORMATION
1.1 Definitions: “Services” refers to SEO, web development, hosting, and marketing. “Priority Words” refers to the agreed keywords for tracking. “Price” refers to the cost exclusive of VAT.
1.2 Agreement Commencement: A contract is formed upon (a) verbal agreement via telephone, (b) receipt of payment, or (c) written confirmation to proceed.
1.3 Digital Signature: The Client agrees that making a payment constitutes a “Digital Signature,” confirming full acceptance of these Terms.
1.4 Terms Revision: The Company reserves the right to update these terms at `terms-and-conditions.htm`. It is the Client’s responsibility to remain informed of the current version.
1.5 Payment Terms: The Company reserves the right to charge interest on late payments at a rate of 8% above the Bank of England base rate, plus statutory debt recovery costs. We reserve the right to suspend all Services (including hosting) without notice if an invoice remains unpaid for more than 7 days.
2. SEO SERVICES AND PERFORMANCE
2.1 Allocation of Hours: Services are delivered monthly. If hours remain unused, they roll into the following month. The Company may, at its discretion, “pull forward” hours from the following month to complete overrunning projects.
2.2 Performance Guarantees: The Company does not guarantee Page 1 rankings for all Priority Words but guarantees a combination of Priority Words and related phrases as defined by the chosen SEO Package.
2.3 Algorithm Fluctuations: The Company is not liable for temporary ranking drops caused by search engine algorithm updates or changes in third-party technologies.
2.4 Reporting: Clients are granted access to a digital Activity Report and KPI Report. These spreadsheets serve as the definitive record of work performed.
3. ACCOUNTABILITY COMMUNICATIONS VS. CONSULTANCY
3.1 Complimentary Strategy Review: The Company provides one (1) complimentary hour per month for a face-to-face meeting held at the Company’s offices.
3.2 Scope of Review: This session is strictly for reviewing performance reports and answering questions regarding the rationale behind actions taken by the Company.
3.3 Exclusion of Training and Trade Secrets: This complimentary hour does not include technical training, hands-on tutorials, or the disclosure of the Company’s proprietary “secret-sauce” methodologies.
3.4 Billable Advisory: If the Client requires specific training, consultancy, or advice involving the Company’s trade secrets, the Company may, at its sole discretion:
(a) Refuse to comment or disclose such information to preserve its intellectual property; or
(b) Provide the requested training/advice, which shall be billable at the Client’s current package rate or standard hourly rate.
4. MODERN TECHNOLOGY & COMPLIANCE (2026 STANDARDS)
4.1 Artificial Intelligence (AI): The Company may utilise AI tools for content drafting and data analysis. While human oversight is applied, the Client is responsible for the final fact-checking of published content. The Company is not liable for “AI hallucinations” or inaccuracies.
4.2 Data Privacy (UK Data Act & GDPR): The Company acts as a Data Processor. The Client (Data Controller) is responsible for ensuring their website’s Privacy Policy and Cookie Consent mechanisms are compliant with current ICO regulations.
4.3 Accessibility (EAA 2025): Websites are built to WCAG 2.2 AA standards where specified. The Company is not liable for accessibility breaches caused by Client-added content or third-party widgets installed after the site launch.
4.4 Change Control: Requests outside the “Essential Projects” scope will be quoted as ad-hoc work at the current hourly rate and are subject to availability.
4.5 Client Responsibilities: If a project is delayed by more than 14 days due to the Client’s failure to provide necessary information or approvals, the Company reserves the right to invoice for the full value of the work scheduled for that period.
4.6 Impact of Delays: The Client acknowledges that delays in providing information or responding to approvals will negatively impact SEO performance and momentum. The Company is not liable for diminished results or ranking drops caused by Client-led delays.
If a project is delayed by more than 14 days due to the Client’s failure to provide necessary information, content, or approvals, the project will be moved to “Inactive” status. To resume work, a Restart Fee of £99 + VAT will apply.
5. WEBSITE MAINTENANCE AND SECURITY
5.1 Lifecycle: Without a maintenance package, The Company cannot guarantee website functionality for longer than 6 months due to the evolution of WordPress core and plugin code.
5.2 Administrative Rights: If the Client is granted Full Administrator access, all functionality warranties are voided immediately.
5.3 Security: No website is 100% secure. The Company is not liable for hacks or malware. Clients must maintain unique passwords and updated local antivirus software. One-off security fixes for unmaintained sites start at £350 + VAT.
6. HOSTING AND DOMAINS
6.1 Uptime: Shared hosting is provided via third-party vendors with no guarantee of 100% uptime.
6.2 Backups: Weekly incremental backups are performed, but the Client is responsible for maintaining independent backups for disaster recovery and data insurance.
6.3 Automatic Renewal: Hosting and domains renew automatically. Cancellation notice must be provided in writing at least 30 business days prior to the renewal date.
6.4 Migration: A fee of £85 + VAT applies to transfer a domain or migrate website files away from The Company.
7. INTELLECTUAL PROPERTY (IP)
7.1 Client IP: Upon full payment, the Client owns the bespoke visual design and text content created specifically for them.
7.2 Agency IP: The Company retains ownership of proprietary SEO methodologies, trade secrets, pre-existing code frameworks, and “Background Technology.” The Client is granted a non-exclusive licence to use these for the duration of the website’s life.
7.3 Content Responsibility: The Client must not copy-paste text or images from other websites. The Company is not liable for copyright infringement resulting from Client-provided materials.
7.4 Non-Solicitation: The Client agrees not to solicit, induce, or employ any member of the Company’s staff or contractors for a period of 12 months following the termination of this agreement. Breach of this clause shall result in a recruitment fee payable to the Company equal to 30% of the individual’s new annual salary.
8. CANCELLATION AND TERMINATION
8.1 Standard Notice: The Client may terminate the agreement with 15 days’ notice prior to the next invoice date.
8.2 Breach of Ethics: The Company may terminate the contract with immediate effect if the Client utilises “black-hat” SEO, or adds pharmaceutical, gambling, or pornographic content to the site without prior agreement.
8.3 Sale of Business: This agreement remains standing if Big Gun Digital Ltd is sold or integrated with another entity.
9. LIMITATION OF LIABILITY
9.1 General: The Company shall not be liable for any consequential loss, loss of profit, or damage arising from the use of its services.
9.2 Third-Party Interruption: The Company is not responsible for losses caused by the Client engaging third-party developers or SEO consultants during the term of this agreement.
10. ACCEPTABLE USE POLICY (AUP)
The following are strictly prohibited on Company servers:
- Spamming: Sending unsolicited bulk emails (Max 500 emails/hour).
- Illegal Content: Distribution of pirated software, controlled substances, or adult content.
- Malicious Activity: Hacking, port scanning, or hosting anonymous proxies.
- Storage: Using hosting accounts for general file storage/archiving rather than active web serving.