Terms of Service
VKNG Digital Ltd Effective from: 10 September 2026 · Version 2.0
1. Who we are
We are VKNG Digital Ltd, a company registered in England and Wales under company number 16820400, with our registered office at 109 Parkinson Street, Burnley, BB11 3LU. In these terms we refer to ourselves as “VKNG”, “we” or “us”, and to you as “the Client” or “you”.
2. How these terms apply
These terms apply to all services we provide, unless we have signed a separate written agreement with you, in which case that agreement takes precedence.
You accept these terms when you do any of the following, whichever happens first:
- sign or accept a proposal from us;
- confirm in writing (including by email) that you would like us to begin work; or
- pay an invoice we have issued.
We link to these terms in every proposal and on every invoice, so that you have the opportunity to read them before you commit.
We may update these terms from time to time. The version that applies to you is the version in force on the date your agreement with us began. If we change these terms in a way that affects services we are already providing to you, we will give you at least 30 days’ written notice.
3. The services
We provide search engine optimisation and related digital marketing services. What is included for you is set out in your proposal.
We will perform the services with reasonable skill and care, and in line with current good practice.
Work outside the scope of your proposal is charged at £140.00 per hour, or at a price we agree with you in writing beforehand.
4. Fees, billing months and payment
Billing months. Ongoing services are provided and charged by billing month. A billing month is a calendar month, running from the 1st to the last day of that month.
Commencement date. Your commencement date is the later of the date your first invoice is paid in cleared funds and the date you provide all the access we need. We confirm your commencement date to you in writing.
Your first invoice. Because billing months are calendar months, the period between your commencement date and the end of that month is charged pro-rata. We calculate it as your monthly fee divided by the number of days in that month, multiplied by the number of days remaining including your commencement date. Your first invoice covers that initial period together with your first full billing month, and is payable before work begins. We may waive the initial period charge where it covers 5 days or fewer.
Invoicing in advance. After that, we issue an invoice on the 21st of each month for the billing month beginning on the 1st of the following month. Every invoice states the exact service period it covers.
Payment. Invoices are due by the 28th of the month in which they are issued, before the billing month they cover begins. Where the 28th falls on a weekend or bank holiday, payment is due on the last working day before it.
No work before payment. A billing month does not begin, and we carry out no work within it, until the invoice for that billing month has been paid in cleared funds. If we choose to begin work before payment, that is at our discretion and does not change these terms.
Non-refundable. Once a billing month has begun, the fee for that billing month is non-refundable. This does not affect your rights if we are in material breach of our obligations to you.
VAT and third-party costs. All fees are exclusive of VAT, charged at the prevailing rate. Advertising spend, software licences, stock media, hosting and other third-party costs are not included in your fee and are payable by you unless we agree otherwise in writing.
5. Minimum term, renewal and notice
Ongoing services run for a minimum term made up of the initial period plus 3 consecutive full billing months, unless your proposal states otherwise. Search engine optimisation requires sustained work before results can reasonably be assessed, and the minimum term reflects that.
After the minimum term, your agreement continues month to month until either of us ends it.
Either of us may end the agreement by giving written notice. Notice takes effect at the end of the billing month following the billing month in which it is given, and that final billing month is invoiced and payable as normal. In practice this gives you between 30 and 60 days.
Notice may be given during the minimum term, but cannot take effect earlier than the end of the minimum term.
Written notice includes email. We will acknowledge notice within 2 working days. If you do not receive an acknowledgement from us, please assume your notice has not reached us and contact us again.
6. Late payment and suspension
If an invoice is not paid in full by its due date, we may charge interest on the outstanding amount at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment, together with our reasonable costs of recovering the debt. Nothing in these terms removes any right we have under the Late Payment of Commercial Debts (Interest) Act 1998.
Where an invoice is unpaid, we may suspend all or part of the services and withhold deliverables until payment is received. Suspension does not extend the billing month, reduce the fee payable for it, or count as notice to end the agreement.
If you believe an invoice is incorrect, please tell us in writing within 7 days of receiving it, setting out what you dispute and why. Any amount not in dispute remains payable.
7. Your responsibilities
So that we can do our work, you agree to:
- provide the access, accounts, information, content and approvals we reasonably need, promptly and at your own cost — including website administrator access, analytics and search console;
- respond to requests for approval or information within 5 working days;
- confirm that you own, or have permission to use, any content and materials you give us; and
- tell us before you make significant changes to your website, including redesigns, migrations, URL changes and changes of hosting.
Delay in meeting these responsibilities does not extend a billing month or entitle you to a refund, and we are not responsible for any resulting delay to the services or their results.
8. Results
Search engine rankings, traffic and revenue are determined by search engines and other third parties whose systems are outside our control and change without notice.
We do not guarantee any particular ranking, level of traffic, conversion rate or revenue. Any forecast or projection we give you is an estimate, not a promise.
9. Intellectual property
Once the deliverables for a billing month have been paid for in full, ownership of those deliverables passes to you.
We retain ownership of our own methods, processes, templates, frameworks, tools and know-how, including anything of that kind used or developed in producing your deliverables, and nothing in these terms restricts our right to reuse them.
Until payment is made in full, no licence or ownership of the deliverables is granted to you.
We may describe the work we have done for you, and name you as a client, in our portfolio and marketing. If you would rather we did not, please tell us in writing and we will not.
10. Confidentiality and data protection
Each of us will keep confidential any non-public information received from the other, and use it only for the purposes of the work. This does not apply to information that is already public, or that we are required to disclose by law.
Each of us will comply with the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, we do so on your documented instructions and apply appropriate security measures.
11. Liability
Nothing in these terms limits our liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that, our total liability arising out of your agreement with us is limited to the total fees you have paid us in the 3 billing months immediately before the event giving rise to the claim.
Subject to that, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss.
We are not liable for any drop in rankings, traffic or revenue caused by search engine algorithm changes, by changes made to your website by you or a third party, or by any failure by you to meet your responsibilities under section 7.
12. Ending the agreement
Either of us may end the agreement immediately, in writing, if the other commits a material breach and does not put it right within 14 days of being asked to in writing, or becomes insolvent.
We may end the agreement immediately, in writing, if any invoice remains unpaid more than 30 days after its due date.
When the agreement ends, all sums owed to us become payable immediately. Once they are paid, we will hand over any completed deliverables not yet provided, and remove our access to your accounts within 5 working days.
Sections 6, 9, 10, 11 and 14 continue to apply after the agreement ends.
13. General
Neither of us may transfer our rights or obligations without the other’s written consent, which will not be unreasonably withheld.
Neither of us is liable for a failure to perform caused by events outside our reasonable control, provided we tell the other promptly.
Nothing in these terms creates a partnership, joint venture or employment relationship between us.
No third party has any right to enforce these terms.
If any part of these terms is found to be unenforceable, the rest continues to apply.
14. Governing law
These terms are governed by the law of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
15. Contact
VKNG Digital Ltd 109 Parkinson Street, Burnley, BB11 3LU Telephone: 0330 1331 969 Email: [email protected]
Previous versions of these terms are available on request.