Terms of Business (B2B)
Last modified: August 15, 2025
Who we are
These Terms of Business (“Terms”) govern the provision of services by Breakline Ltd (“Breakline”, “we”, “us”, “our”) to business customers (“Client”, “you”). Our principal trading sites are breaklineagency.com and breaklineagency.co.uk. Our registered office is Austen House, Units A–J, Station View, Guildford, Surrey, GU1 4AR, England (Company No. 11298365). Our head office contact details and additional office addresses (including London) are published on our contact page. VAT number (UK): GB 341 1663 28.
What we do
We provide search engine optimisation services including SEO strategy, technical SEO, local SEO, content marketing, digital PR & link acquisition, and reporting via our SEO Dashboard. Service descriptions may be linked from our SEO and services pages from time to time.
How to contract with us
These Terms apply to any order form, statement of work, email acceptance, online checkout or proposal we and you approve in writing (each an “Order Form”). Together, the Order Form and these Terms form the “Agreement”. If they conflict, the Order Form prevails.
Business customers only
We supply businesses, not consumers. If you are a consumer, you must not rely on these Terms.
No long‑term lock‑ins
Unless an Order Form states otherwise, our services are provided on a rolling month‑to‑month basis without a fixed minimum term (“no contracts” marketing), renewing automatically each month until cancelled in accordance with these Terms.
Effective date & term
The Agreement starts on the Effective Date (the date the Order Form is signed or accepted in writing, or the date you first pay or instruct us to start) and continues until terminated under clause 19.
1. Services & Deliverables
1.1 Scope. We will deliver the services and any deliverables (“Deliverables”) described in the Order Form. Where appropriate we provide recommendations for your team or third‑party developers to implement.
1.2 Dependencies. Services depend on access and approvals you provide (see clause 5).
1.3 Service changes. We may recommend variations to reflect best practice or platform changes. Material changes in scope, effort or cost require written approval (email suffices).
2. Plans, Fees & Payment
2.1 Fees. Fees are as set out in your Order Form or pricing plan and exclude VAT, sales tax or similar unless stated.
2.2 Billing. Unless stated otherwise, fees are monthly in advance. Project or ad‑hoc fees may be invoiced on signature and/or milestones.
2.3 Payment terms. Invoices are due within 14 days of the invoice date. We may charge interest on overdue sums at 4% per annum above the Bank of England base rate, plus reasonable collection costs.
2.4 Price changes. We can update recurring fees on 30 days’ notice; you may cancel before the change takes effect.
2.5 Third‑party costs. Platform subscriptions, media placements, sponsored content, directory fees and similar third‑party costs are extra unless stated in the Order Form.
3. Performance Statements & No Guarantees
3.1 No specific outcomes. SEO and digital PR depend on factors outside our control, including search engine algorithms, indexing behaviour, manual actions, competitor activity, market shifts, and publisher/editorial decisions. We do not warrant or guarantee any particular ranking, traffic, conversions, revenue, media placement, link type/anchor, or timeframe. Past results and case studies are illustrative only.
3.2 Search engine & publisher guidelines. We follow ethical practice and will not knowingly engage in prohibited link schemes. Publication decisions and link attributes are always at the publisher’s discretion and may change or be removed at any time.
4. Digital PR & Link Acquisition (Specific Terms)
4.1 Editorial control. Editors and site owners retain absolute discretion over acceptance, copy changes, link placement, tags (follow/nofollow), and publication timing.
4.2 Permanence. We cannot guarantee any link or mention will be permanent, indexed or replicable; publishers may update, redirect, noindex or remove content without notice.
5. Your Responsibilities
5.1 Access. You will provide timely admin‑level access (or equivalent) to CMS/hosting, DNS where needed, Google Search Console, Google Analytics/GA4 (including Admin role where appropriate), and other relevant tools or data sources.
5.2 Approvals. You will review and approve content, PR materials and technical changes swiftly; delays extend timelines.
5.3 Compliance & claims. You are responsible for the accuracy and legality of product/service claims, industry‑specific approvals, and compliance with applicable laws, advertising standards and platform policies in all target jurisdictions.
5.4 Implementation. Where Deliverables are recommendations, you are responsible for implementing them unless the Order Form includes implementation services.
6. Third‑Party Platforms & Tools
6.1 No control. Search engines, analytics suites, CMSs, hosting providers and publishers may change features, APIs, data models or policies. We are not responsible for outages, data discrepancies, policy changes, removals or editorial decisions by third parties.
6.2 Pass‑through terms. Your use of third‑party tools may be subject to their own terms, which you agree to accept.
7. Reporting, Data & the SEO Dashboard
7.1 Sources & variance. Dashboards and reports may aggregate third‑party data (e.g. Google Analytics and Search Console) that can be sampled, delayed, revised or modelled; figures may not match other tools or final accounting records.
7.2 Purpose. Reports are provided “as is” for directional insight; you should not rely on them as definitive financial or operational records.
8. Content Production
8.1 Purpose. Any content we create is for general information and marketing. It is not legal, tax, medical or other regulated advice.
8.2 IP & licences. Upon full payment, we assign to you the copyright in bespoke content we create for you, excluding our pre‑existing materials, know‑how and tools, and excluding third‑party content under separate licences.
8.3 Clearances. You warrant you have rights to all materials you supply (including images, logos, data and claims) and will indemnify us against third‑party claims arising from those materials.
9. Technical Changes
9.1 Risk. Technical SEO work can affect site behaviour. You should stage and back up before deployment.
9.2 Reversion. If a change degrades performance, you should revert promptly; we can assist as a paid change request.
10. Compliance & Acceptable Use
You will not ask us to publish or optimise unlawful, misleading, defamatory, hateful, pornographic or infringing content, or content that breaches platform or publisher rules. We may decline or suspend work that, in our reasonable opinion, poses legal, ethical or reputational risk.
11. Confidentiality
Both parties will keep non‑public information confidential and use it only to perform under this Agreement, except where disclosure is required by law or to professional advisers under confidentiality.
12. Data Protection (Global)
12.1 Roles. Each party is an independent controller for its business contact data. Where we process personal data on your behalf (e.g. in analytics or reports), we do so as your processor.
12.2 DPA. Our Data Processing Addendum (DPA) (available on request) forms part of this Agreement and includes international transfer and sub‑processor provisions.
12.3 Security. We maintain appropriate technical and organisational measures proportionate to the services. You remain responsible for access management to your systems and tools.
13. Publicity
Unless you opt out in writing, you grant us a non‑exclusive right to use your name/logo and non‑confidential campaign results for portfolio, case studies and reasonable PR. We will remove references upon reasonable request.
14. Non‑Solicitation
During the term and for six (6) months after, neither party will actively solicit the other’s staff who worked on the account (does not restrict general advertising).
15. Warranties
5.1 Mutual. Each party warrants it has authority to enter into the Agreement.
15.2 Disclaimer. Except as expressly stated, the services and deliverables are provided “as is” and we disclaim all implied warranties to the maximum extent permitted by law.
16. Indemnities
You will defend and indemnify us against third‑party claims, liabilities, costs (including reasonable legal fees) arising from: (a) materials or instructions you supply; (b) your breach of law or this Agreement; or (c) your misuse of the services.
17. Limitation of Liability
17.1 Cap. Our total aggregate liability arising out of or in connection with the Agreement is limited to the total fees you paid to us in the twelve (12) months immediately preceding the event giving rise to the claim.
17.2 Excluded losses. We will not be liable for loss of profits, revenue, business, goodwill, or data, nor for indirect or consequential loss or special damages.
17.3 Non‑excludable liabilities. Nothing excludes liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.
18. Suspension
We may suspend services on reasonable notice if invoices are overdue, if you breach clause 10, or where we reasonably believe continuing may breach law or third‑party policies.
19. Termination
19.1 Convenience. Either party may terminate for convenience at any time by giving written notice; termination will take effect at the end of the current paid month (for monthly plans) or as stated in the Order Form. This preserves your “no long‑term contract” position.
19.2 Breach. Either party may terminate with immediate effect if the other materially breaches the Agreement and does not remedy within 14 days of written notice.
19.3 Insolvency. Either party may terminate if the other becomes insolvent or ceases business.
20. Consequences of Termination
20.1 Fees. You must pay for services delivered up to the termination date. Pre‑paid fees for future months are refunded only if we terminate for convenience.
20.2 Access. On request, each party will return or delete the other’s confidential information, save for legal backups.
20.3 Survival. Clauses 3, 6–8, 11–17, 20, 22–24 survive termination.
21. Force Majeure
Neither party is liable for delay or failure caused by events beyond reasonable control (including outages of major platforms), provided the affected party uses reasonable endeavours to mitigate.
22. International Use & Laws
You are responsible for ensuring your use of our services complies with laws that apply to your locations, sectors and target markets. Where mandatory local laws grant you non‑waivable rights, those rights are not affected.
23. Notices
Formal notices must be sent to the contacts set out in the Order Form, with a copy to our registered office. Email notices are valid if sent to the addresses specified in the Order Form and acknowledged.
24. General
24.1 Assignment. You may not assign or transfer the Agreement without our written consent (not to be unreasonably withheld). We may assign to an affiliate or in connection with a reorganisation or sale.
24.2 Subcontracting. We may use vetted subcontractors; we remain responsible for performance.
24.3 Entire agreement. The Agreement is the entire agreement and supersedes prior discussions.
24.4 Variations. Changes must be in writing and signed (email acceptance suffices).
24.5 Severance. If any clause is unenforceable, the remainder remains in force.
24.6 No waiver. A failure to enforce is not a waiver.
24.7 Third‑party rights. No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.
25. Governing Law & Jurisdiction
The governing law and courts will be those stated in the Order Form; if none is stated, the law of England & Wales applies and the courts of England & Wales have exclusive jurisdiction, subject to either party’s right to seek interim injunctive relief in any competent court.
26. Company Information & Contact
Breakline Ltd, Company No. 11298365. Registered office: Austen House, Units A–J, Station View, Guildford, Surrey, GU1 4AR, England.
Head office & additional addresses, telephone and email as published on our contact page. VAT (UK): GB 341 1663 28.