Terms of Service

Acceptance of These Terms

These Terms of Service govern your use of the website at seothumb.com and, together with a signed statement of work, the provision of our SEO services. In this document, "we", "us" and "our" mean seothumb.com, and "you" means the individual or company using the site or engaging our services.

By browsing this site, submitting the audit request form, or engaging us for paid work, you accept these terms. If you do not accept them, do not use the site and do not engage us.

If you are agreeing on behalf of a company, you confirm you have authority to bind that company. These terms are not legal advice, and you are welcome to have your own counsel review them before signing a statement of work.

Scope of Services

We provide search engine optimization services across technical SEO, on-page SEO, content strategy, link building and digital PR, local SEO, ecommerce SEO, and measurement and reporting.

The specific services for your account, the deliverables, the volumes, the cadence and the fee live in a signed statement of work, not on this page and not in a sales email. The statement of work is the operative document. Where it conflicts with these terms, the statement of work wins for that engagement; where it is silent, these terms apply.

Anything not named in the statement of work is out of scope and will be quoted separately before any work starts. Commonly out of scope unless explicitly included: paid media management, website design or development beyond SEO-driven template changes, copywriting beyond the agreed monthly volume, platform migrations, translation and international rollouts, PR unrelated to link acquisition, and emergency work arising from changes made by another vendor.

We may adjust tactics within the agreed scope as data and search conditions change. That is the point of hiring a practitioner rather than buying a fixed deliverable list. Material changes to scope are agreed in writing before they are actioned.

We engage subcontractors and specialist freelancers in some disciplines. Where we do, they are bound by the same confidentiality obligations, and we remain fully responsible to you for their work.

Your Responsibilities as a Client

SEO engagements fail more often from access and approval delays than from strategy. Your obligations are therefore specific:

• Access. Provide read access to Google Search Console and Google Analytics 4, appropriate access to your CMS or staging environment, and where the scope includes log-file analysis, access to server or CDN logs. Access is requested at kickoff and should be granted within 5 business days.
• A named decision-maker. Nominate one person with authority to approve recommendations and sign off content. Approvals routed through a committee are workable, but the named contact owns the timeline.
• Approvals. Respond to deliverables that require sign-off within 10 business days. If approval takes longer, the project timeline shifts by the same amount and the retainer continues unchanged, because the resource has been reserved for you.
• Implementation capacity. Where implementation sits with your team, provide the development resource needed to ship the prioritized fixes. Where implementation sits with us, provide the access required to do it.
• Content sign-off. Review and approve or reject content within the agreed window. Content held unreviewed for more than 30 days is counted as delivered against the monthly scope.
• Accuracy and rights. Ensure that any material you supply, including copy, images, product data and claims, is accurate, lawful, and either owned by you or properly licensed.
• Disclosure. Tell us about concurrent SEO work by another vendor, historical link buying, past manual actions, planned redesigns or migrations, and anything else that affects the site's search performance. We cannot diagnose what we do not know about.

If we cannot progress work because of a delay on your side, we will tell you in writing at the time. We do not credit retainer fees for time lost to client-side delays.

Fees, Billing and Late Payment

Fees are a flat monthly retainer set in your statement of work. We do not bill a percentage of ad spend, and we do not bill by traffic or by ranking position.

• Invoicing. Invoices are issued in advance on the first business day of each month and are due 14 days from the invoice date.
• Currency and methods. Invoices are issued in US dollars. We accept ACH, bank transfer and card. Card payments may carry a processing surcharge, stated on the invoice.
• Taxes. Fees exclude any applicable sales tax, VAT or withholding tax, which is added where required by law and is your responsibility.
• Pass-through costs. Digital PR distribution fees, paid tool seats provisioned specifically for your account, stock or data licensing, and similar third-party costs are billed at cost and only with your written approval in advance.
• Late payment. Invoices more than 14 days overdue accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. Where an invoice is more than 21 days overdue, we may pause work after giving you written notice, and we are not responsible for the performance effect of a pause caused by non-payment.
• Price changes. We do not change the retainer during the first 12 months of an engagement. After that, any change requires 60 days' written notice, and you may cancel within that notice period without further obligation beyond the current month.

Fees are for the work performed and the expertise applied, not for a particular search outcome. See the no-guarantee section below.

Term, Cancellation and Notice Period

Engagements begin with a committed 90-day initial term. That is not a sales device. It is the minimum window in which technical remediation can be implemented, crawled, reprocessed and measured, and cancelling earlier means paying for work whose effect has not yet had time to appear.

After the initial 90 days the engagement continues month to month.

• Cancellation by you. Give 30 days' written notice by email to your consultant or to hello@seothumbs.com. Cancellation takes effect at the end of the billing month following the month in which notice is given. Work continues in full through the notice period.
• Cancellation by us. We may end an engagement with 30 days' written notice for any reason, and immediately where an invoice is more than 45 days overdue, where we are asked to carry out tactics that breach search engine guidelines or the law, where you materially misrepresent the site or the business, or where our personnel are subjected to abusive conduct.
• Refunds. Fees for work already delivered are not refundable. Where we cancel without cause mid-month, we refund the unused portion of that month on a pro-rata basis.
• On termination. We deliver all work completed to the termination date, hand over working documents in a usable format, and revoke our access to your systems within 5 business days. We do not withhold completed, paid-for deliverables under any circumstances.
• Reinstatement. An engagement that ends and restarts within 6 months resumes at the prior rate with no new initial term. After 6 months it is priced as a new engagement, because the site and the market will have moved.

Intellectual Property and Ownership of Deliverables

What you own. On receipt of full payment for the period in which it was produced, you own the deliverables we create specifically for you: technical audits, prioritized fix lists, keyword-to-URL maps, on-page specifications, content briefs, published copy we write for you, link prospecting outputs, reports and dashboards. Ownership transfers to you outright, and you can continue to use, modify and republish that work after the engagement ends, including with another agency.

What we own. We retain ownership of everything that pre-dates or sits underneath your deliverables: our methodologies, audit frameworks, scoring models, checklists, document and report templates, internal scripts and tooling, and any general know-how our team develops. Where those materials are embedded in a deliverable, you receive a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of that deliverable. You may not resell, sublicense or redistribute our frameworks and templates as standalone products.

Materials you supply. You warrant that you own or are licensed to use any content, images, data, trademarks and claims you provide to us, and you grant us the license needed to use them for the engagement.

Third-party assets. Stock photography, fonts, datasets and licensed tools included in deliverables pass to you under their own license terms, which we will identify. Some are non-transferable and will need to be licensed in your own name.

Portfolio and case use. We may describe the engagement in anonymised form, for example by industry, site size and type of work, without identifying you. We will not name you, show your logo, or publish your data as a case study without your prior written permission, and permission for one use is not permission for all uses.

Website content. All content on seothumb.com, including copy, graphics, layout and code, is our property or licensed to us. You may quote short extracts with attribution and a link. You may not republish substantial portions, scrape the site, or use its content to train a machine learning model without written permission.

Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of the engagement, and protect it with at least the care it applies to its own confidential information.

Confidential information includes revenue figures, margins, conversion and close rates, analytics and Search Console data, product roadmaps, pricing, internal documents, our proposals and forecasts, and anything else marked confidential or which a reasonable person would understand to be confidential.

These obligations survive for 3 years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

They do not apply to information that is already public through no fault of the receiving party, was already lawfully known before disclosure, is independently developed without reference to the disclosed information, or is received lawfully from a third party without restriction.

Where disclosure is legally compelled, the disclosing party will give the other party notice where it is lawful to do so, and will disclose only what is required.

We do not share one client's data, strategy or performance with another client, and we will not do so at any price. We are happy to sign your own mutual NDA, and where its terms conflict with this section, your NDA prevails.

No Guarantee of Results

We do not guarantee rankings, traffic, leads or revenue. The full explanation is on our Disclaimer page, and it forms part of these terms by reference.

In contractual terms this means:

• Retainer fees pay for the work, expertise and time defined in the statement of work. They are not contingent on any search outcome.
• Refunds, credits and fee reductions are not available on the basis of ranking positions, traffic levels, or commercial results.
• Algorithm updates, changes to the appearance of search results, competitor activity and search engine policy changes are outside our control and are not grounds for refund or for a claim against us.
• A manual action or penalty arising from work carried out before our engagement began, or from changes made by you or another vendor during it, is not our responsibility, although we will help remediate it within scope or quote for the work.

What we do commit to: performing the scoped work competently and on schedule, following search engine guidelines, using no tactic we would not be willing to explain to a search engine in writing, reporting honestly including when results are flat, and telling you directly if we conclude the engagement is not working rather than continuing to invoice.

Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the total fees you paid us in the 3 months immediately preceding the event giving rise to the claim.
• We are not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings, data or reputation, even where we were advised such loss was possible.
• We are not liable for outcomes arising from recommendations implemented incorrectly, partially or not at all by your team or another vendor, or for changes made to the site without notifying us.
• We are not liable for losses caused by third-party platforms, including search engine algorithm changes, index instability, tool outages, hosting failures, CMS defects or the loss or alteration of third-party data.
• We are not liable for delays or failures caused by events outside our reasonable control, including platform outages, infrastructure failure, civil disruption, or the unavailability of a third-party service the engagement depends on.

Nothing in these terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded. If a jurisdiction does not permit some of these limitations, they apply only to the extent permitted and the remainder stays in force.

Indemnity

You indemnify us against any third-party claim, loss, liability, damages, cost or reasonable legal fee arising from: content, data, images, product information or claims you supply to us; intellectual property infringement in materials you provide; your products, services or business practices; your use of deliverables in a way not contemplated by the statement of work; your breach of these terms; or your instruction to us to carry out work we advised against in writing.

We indemnify you against any third-party claim that a deliverable we originated infringes that party's intellectual property rights, excluding any claim arising from materials you supplied, from modifications you or a third party made after delivery, or from use of a deliverable in combination with something we did not provide.

Process. The party seeking indemnity must notify the other promptly in writing, must not admit liability or settle without the indemnifying party's written consent, and must give the indemnifying party reasonable control of the defence and reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice reduces the indemnity only to the extent the delay causes prejudice.

Governing Law and Dispute Resolution

These terms and any dispute arising from them or from an engagement are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and both parties submit to that jurisdiction. The governing state and the registered operating entity are confirmed in the statement of work you sign.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, both parties agree to raise the issue in writing and attempt to resolve it in good faith through direct discussion for 30 days. Most disputes in this business come from a mismatch of expectations and are resolved in a conversation. This step does not prevent either party from seeking urgent injunctive relief to protect confidential information or intellectual property.

Each party bears its own costs unless a court orders otherwise.

If any provision of these terms is found unenforceable, it is limited or severed to the minimum extent necessary and the rest remains in full effect. A failure to enforce a provision is not a waiver of it. These terms, together with the statement of work, the Privacy Policy and the Disclaimer, are the entire agreement between us on their subject matter.

Website Use

You may use this website for lawful purposes connected with evaluating or using our services.

You may not: attempt to gain unauthorised access to the site, its hosting or any connected system; scrape or bulk-harvest content by automated means; submit the audit form with false information or on behalf of a domain you are not authorised to represent; use the site to distribute malware or send unsolicited commercial messages to us; or reverse engineer, resell or systematically reproduce site content.

We may restrict or block access where we reasonably believe this section has been breached, and we may remove any submission that appears fraudulent or automated.

We do not guarantee uninterrupted availability of the site. We may change, suspend or withdraw any part of it, including any published article, without notice.

Copyright, DMCA and Takedown Requests

All content on this site — the written guides, the service descriptions, the audit methodology and the page designs — is our original work and is protected by copyright. You may quote from it with attribution and a link. You may not republish it in full, present it as your own, or use it to train a model for commercial resale without written permission.

If you believe content on this site infringes your copyright, send a notice to hello@seothumbs.com containing: your contact details, identification of the work you say was copied, the URL on this site where it appears, a statement that you have a good-faith belief the use is unauthorized, a statement that the notice is accurate and that you are the rights holder or authorized to act for them, and your physical or electronic signature.

We review every notice and, where the claim is valid, remove or disable the material within 5 business days and notify you when it is done. We do not require a court order to act on a clear and complete notice.

If your material was removed and you believe that was a mistake, send a counter-notice to the same address with the same identifying details and an explanation. We will restore the material unless the original claimant pursues the matter formally.

If you find our content republished elsewhere without permission, we would like to know. Email us the URL.

Repeat infringement, in either direction, ends any relationship with us.

Changes to These Terms

We may update these terms as the business, the services or the law change. The current version always carries the date at the top of the page, and the version in force is the one published when you accessed the site or signed your statement of work.

For active clients, we give at least 30 days' written notice by email before a material change takes effect. Material means anything affecting fees, notice periods, ownership of deliverables, confidentiality, liability or indemnity. Changes never take effect retroactively, and they do not alter the commercial terms of a statement of work already in force for its current term.

Continued use of the site, or continued receipt of services after the notice period, constitutes acceptance of the updated terms. If you do not accept a change, you may cancel under the notice provisions above without penalty.

Questions about these terms: hello@seothumbs.com, or use our contact page.