1. Preamble
These Terms and Conditions, referred to as the “Agreement”, govern the provision of Search Engine Optimisation services by Aero Business Solutions, a digital marketing agency registered and operating from Bengaluru, Karnataka, India, referred to as “ABS”, “we”, “us”, or “our”, to any individual, company, or other legal entity, referred to as the “Client”, “you”, or “your”, that engages our SEO services.
By signing a Service Order, paying an invoice, or using ABS SEO services in any capacity, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree to these terms, you must not engage our services.
This Agreement shall be read in conjunction with any Service Proposal, Statement of Work, referred to as “SOW”, or Invoice issued by ABS to the Client.
2. Definitions
For the purposes of this Agreement, the following definitions apply:
2.1 SEO Services means search engine optimisation activities including but not limited to on page optimisation, off page link building, technical SEO audits, keyword research, content recommendations, local SEO, and reporting, as specified in the applicable Service Proposal.
2.2 Service Proposal means the written document issued by ABS that sets out the scope of services, deliverables, fees, and timelines agreed between the parties.
2.3 Search Engine means any third party platform including but not limited to Google, Bing, Yahoo, or any other web based search index.
2.4 Rankings means the position of a webpage in organic, non paid search results for a specified keyword or query.
2.5 Client Materials means all content, data, access credentials, branding assets, and other materials provided by the Client to ABS for the purpose of delivering the services.
2.6 Confidential Information means any non public business, technical, financial, or strategic information disclosed by either party in connection with this Agreement.
2.7 Commencement Date means the date on which the first invoice is paid or the Service Proposal is signed, whichever is earlier.
2.8 Algorithm Update means any change made by a Search Engine to the ranking factors, methodology, or criteria used to index and rank web content.
3. Scope of Services
3.1 Services Included
ABS will provide SEO services as specifically described in the agreed Service Proposal or Statement of Work. A standard SEO engagement may include any combination of the following, subject to the package selected:
- Initial SEO audit and website analysis
- Keyword research and competitive analysis
- On page optimisation, including meta titles, descriptions, heading tags, internal linking, and image alt tags
- Technical SEO, including site speed, crawlability, structured data, XML sitemaps, and robots.txt
- Off page optimisation and link building outreach
- Local SEO, including Google Business Profile optimisation, citation building, and local listings
- Content strategy recommendations
- Monthly performance reporting
- SEO consulting and strategy calls, as per package
3.2 Services Excluded
Unless explicitly stated in the Service Proposal, the following are not included in ABS SEO services:
- Paid advertising, including PPC, Google Ads, and Meta Ads, which are separate services
- Content writing or copywriting beyond what is specified in the SOW
- Website development or coding work, unless agreed as an add on
- Social media management
- Reputation management or review removal
- Press release distribution
- Penalty recovery from prior black hat SEO activities carried out by third parties before ABS engagement
3.3 Modifications to Scope
Any request to expand, reduce, or alter the scope of services must be agreed in writing by both parties via a revised Service Proposal or a Change Order. ABS reserves the right to adjust fees accordingly for scope expansions.
4. No Guarantee of Rankings or Results
Important disclaimer: No ethical SEO agency can guarantee specific rankings, traffic levels, or business outcomes. ABS expressly disclaims any guarantee of specific search engine rankings or revenue results.
4.1 ABS employs industry recognised, white hat SEO practices. However, search engine rankings are determined solely by third party search engines, including Google, Bing, and others, over which ABS has no control.
4.2 ABS does not guarantee:
- Any specific ranking position for any keyword
- A specific volume of organic traffic
- A specific number of leads, conversions, or sales
- Continued maintenance of any ranking position achieved
4.3 Search engine algorithm updates may positively or negatively affect rankings at any time without prior notice. ABS shall not be liable for any ranking losses or traffic fluctuations caused by such algorithm changes.
4.4 Any projections, estimates, or forecasts provided by ABS during the sales process are based on historical data and industry experience and are illustrative only. They do not constitute a contractual guarantee.
4.5 Results from SEO activities are generally achieved over a period of 3 to 12 months and vary depending on website age, competition, domain authority, and industry. The Client acknowledges this timeline and agrees not to hold ABS liable for lack of results within the first 3 months of engagement.
5. Fees, Payment, and Billing
5.1 Fees
Fees for SEO services are as specified in the Service Proposal. Unless otherwise agreed, all fees are quoted in Indian Rupees, INR, and are exclusive of applicable taxes, including Goods and Services Tax, GST at 18% where applicable.
5.2 Payment Terms
- Monthly retainer fees are payable in advance at the beginning of each billing month.
- Project based fees may be structured as a deposit, typically 50%, upon signing, with the balance due upon project completion or as per the milestone schedule in the SOW.
- Invoices are due and payable within 7 calendar days of issuance unless otherwise stated.
5.3 Late Payments
Payments not received by the due date will attract a late fee of 2% per month, or part thereof, on the outstanding balance. ABS reserves the right to suspend services without notice if payment is overdue by more than 14 days.
5.4 Fee Revisions
ABS reserves the right to revise its service fees with 30 days’ written notice to the Client. The Client may terminate this Agreement in accordance with Section 7 if they do not accept the revised fees.
5.5 Refund Policy
All fees paid to ABS are non refundable. As SEO services involve time, labour, and strategic resources deployed from the commencement of the engagement, no refunds will be issued for work already commenced or completed. In the event of early termination by the Client, no refund will be made for the current billing period.
5.6 Disputed Invoices
If the Client disputes any invoice, they must notify ABS in writing within 7 days of receipt. The undisputed portion of any invoice must still be paid by the due date. Failure to raise a dispute within 7 days constitutes acceptance of the invoice.
6. Client Obligations
The Client agrees to:
- Provide ABS with timely access to the website, including CMS, cPanel, Google Search Console, Google Analytics, and other relevant platforms, as required for the delivery of services.
- Supply accurate, complete, and up to date information relevant to the SEO campaign, including details about target markets, products or services, competitors, and business objectives.
- Review and approve content or strategic recommendations within 7 business days of submission. Delays in approval that affect project timelines shall be the responsibility of the Client.
- Ensure that any third party changes made to the website by internal teams, developers, or other agencies do not conflict with or undo ABS optimisations. ABS is not responsible for the impact of such changes.
- Promptly inform ABS of any website migration, redesign, platform change, or rebrand, as these significantly affect SEO performance.
- Ensure the Client website does not violate any laws, regulations, or the Terms of Service of any search engine.
- Maintain website hosting, domain registration, and technical infrastructure in good working order.
- Designate a primary point of contact who can respond to ABS queries within 2 business days.
Failure by the Client to fulfil these obligations may result in service delays, reduced performance, or suspension of services. ABS shall not be liable for any adverse outcomes resulting from the Client’s failure to meet these obligations.
7. Proprietary Rights and Ownership
7.1 Pre Existing Intellectual Property
Each party retains ownership of all intellectual property rights in their respective pre existing materials. Nothing in this Agreement transfers ownership of any pre existing intellectual property.
7.2 Work Product
Upon full payment of all fees due, the Client shall own all deliverables created specifically for the Client as part of the agreed scope of work, including on page content optimisations and reports. However, ABS retains ownership of:
- All SEO methodologies, frameworks, strategies, templates, tools, and processes developed or used by ABS
- Any proprietary software, scripts, or automation tools deployed by ABS
- Any link building profiles, outreach templates, or partner networks developed by ABS
7.3 Portability
Upon termination, the Client is entitled to receive a copy of all reports, keyword data, and content created for the Client’s website. ABS is not required to transfer login credentials to any third party tools or platforms used internally by ABS.
7.4 Client Materials
The Client grants ABS a non exclusive, royalty free licence to use all Client Materials solely for the purpose of delivering the services. ABS shall not use Client Materials for any other purpose.
7.5 Case Studies and Portfolio
ABS reserves the right to reference the Client as a customer in marketing materials, case studies, and its portfolio, including on its website, unless the Client provides written objection within 30 days of execution of this Agreement. Any such reference shall not disclose Confidential Information.
8. Term and Termination
8.1 Initial Term
This Agreement commences on the Commencement Date and continues for an initial minimum term as stated in the Service Proposal, typically 3 or 6 months. The parties acknowledge that SEO results require time to materialise, and premature termination may not allow sufficient time to demonstrate value.
8.2 Renewal
Following the initial term, the Agreement shall automatically renew on a month to month basis unless either party provides at least 30 days’ written notice of non renewal prior to the end of the current term.
8.3 Termination by Client
After the initial minimum term, the Client may terminate this Agreement by providing 30 days’ written notice. The Client remains liable for all fees accrued up to and including the final day of the notice period.
8.4 Termination by ABS
ABS may terminate this Agreement immediately upon written notice if:
- The Client fails to pay any undisputed invoice within 14 days of the due date
- The Client breaches any material term of this Agreement and fails to remedy such breach within 14 days of written notice
- The Client acts in a manner that is abusive, threatening, or unlawful toward ABS staff
- The Client’s website is found to engage in illegal activities, spam, or other activities that violate search engine guidelines or applicable law
- Continuing to provide services would require ABS to violate any law or regulation
8.5 Early Termination Before Minimum Term
If the Client terminates the Agreement before the expiry of the agreed minimum term, the Client shall be liable to pay all remaining fees for the balance of the minimum term as a cancellation fee.
8.6 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due and payable
- ABS will cease all work
- ABS will provide the Client with a final report and hand over documentation within 14 business days
- All access provided to ABS will be revoked by the Client
9. White Hat Practices and Compliance
9.1 ABS strictly employs white hat SEO techniques that comply with the published guidelines of major search engines, including Google’s Webmaster Guidelines. ABS will not engage in black hat or grey hat SEO tactics on behalf of the Client.
9.2 Prohibited tactics that ABS will not perform include keyword stuffing, cloaking, private blog network, PBN, link building, doorway pages, hidden text or links, scraping content, link schemes, or any other deceptive practices.
9.3 The Client acknowledges that historic black hat SEO practices performed by previous agencies or individuals before the commencement of ABS engagement may cause penalties that are beyond ABS’s control. ABS will not be held liable for such pre existing issues.
9.4 If a search engine issues a manual penalty or algorithmic demotion of the Client’s website during the ABS engagement, ABS will investigate and advise in good faith, but cannot guarantee recovery. Penalty recovery work may be quoted separately.
9.5 ABS reserves the right to decline any Client request that would require the use of techniques that violate search engine guidelines, without liability.
10. Confidentiality
10.1 Both parties agree to hold all Confidential Information of the other party in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party.
10.2 Confidential Information shall not include information that:
- Is or becomes publicly available through no fault of the receiving party
- Was known to the receiving party before disclosure
- Is independently developed by the receiving party
- Is required to be disclosed by law or court order
10.3 ABS shall hold all Client data, login credentials, business information, and website data as confidential and shall not use such information for any purpose other than the delivery of services.
10.4 Confidentiality obligations under this clause shall survive termination of this Agreement for a period of 2 years.
11. Data Protection and Privacy
11.1 ABS shall process any personal data provided by the Client in accordance with applicable Indian data protection legislation, including the Digital Personal Data Protection Act, 2023, DPDPA, and any applicable regulations thereunder.
11.2 ABS shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.
11.3 The Client is responsible for ensuring they have the right to share any personal data with ABS and that doing so complies with applicable privacy laws.
11.4 For Clients based outside India, the Client acknowledges that data may be processed and stored in India, and the Client warrants that such processing is lawful in their jurisdiction.
11.5 ABS’s Privacy Policy, available at www.aerobusinesssolutions.com/privacy-policy/, forms part of this Agreement by reference.
12. Limitation of Liability
This section contains important limitations on ABS’s liability. Please read carefully.
12.1 ABS’s total aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort, including negligence, breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to ABS in the 3 months immediately preceding the event giving rise to the claim.
12.2 ABS shall not be liable for any:
- Loss of profits
- Loss of revenue or turnover
- Loss of anticipated savings
- Loss of goodwill or reputation
- Loss of data or business information
- Indirect, incidental, special, consequential, or punitive damages
This applies even if ABS has been advised of the possibility of such losses.
12.3 ABS shall not be liable for any losses arising from:
- Search engine algorithm changes
- Changes in search engine guidelines
- Actions or inactions of the Client
- The performance of third party tools, platforms, or plugins
- Website downtime, hosting issues, or technical failures within the Client’s infrastructure
12.4 Nothing in this Agreement shall limit or exclude ABS’s liability for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law.
13. Indemnification
13.1 The Client shall indemnify, defend, and hold harmless ABS, its directors, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:
- The Client’s breach of this Agreement
- The Client’s website content, products, or services
- The Client’s violation of any applicable law, regulation, or third party right
- Any prior SEO activities or penalties on the Client’s website before the ABS engagement
- Third party claims arising from the Client’s website or business operations
13.2 ABS shall promptly notify the Client of any claim for which indemnification is sought and shall cooperate reasonably in the defence of such claim at the Client’s expense.
14. Force Majeure
14.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event.
14.2 A “Force Majeure Event” means any event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, floods, fires, epidemics or pandemics, war, terrorism, civil unrest, government action, power outages, internet outages, changes in law or regulation, or major search engine platform outages.
14.3 The affected party must notify the other party in writing as soon as reasonably practicable of the Force Majeure Event and its anticipated duration. If the Force Majeure Event continues for more than 30 days, either party may terminate this Agreement without penalty by providing 7 days’ written notice.
15. Third Party Tools and Platforms
15.1 ABS may use third party tools, software, and platforms in delivering the services, including but not limited to Ahrefs, SEMrush, Google Search Console, Screaming Frog, Moz, and others. The Client acknowledges that the functionality and availability of these tools is subject to the terms and policies of their respective providers.
15.2 ABS is not responsible for any changes, limitations, or discontinuation of third party tools that may affect service delivery.
15.3 ABS may also place tracking codes or scripts, such as Google Analytics tags, on the Client’s website as necessary for SEO reporting. The Client provides ongoing consent for such implementation.
15.4 ABS does not guarantee that any third party platform or tool will be error free or uninterrupted.
16. Communication and Reporting
16.1 ABS will provide monthly performance reports detailing key SEO metrics including keyword rankings, organic traffic trends, backlink data, and progress against agreed KPIs. Report formats are at ABS’s discretion unless otherwise agreed.
16.2 ABS will communicate primarily by email and WhatsApp. The Client shall designate an email address and point of contact for all official communications.
16.3 ABS will make reasonable efforts to respond to Client queries within 2 business days. Response times may vary during Indian public holidays or scheduled maintenance periods.
16.4 Strategy calls or review meetings, where included in the package, shall be scheduled mutually and the Client is responsible for attending at the agreed time. Missed meetings without 24 hours’ notice may be forfeited.
16.5 All notices required under this Agreement shall be made in writing and sent by email to the addresses specified in the Service Proposal, or by registered post to the parties’ registered addresses.
17. Dispute Resolution
17.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations within 30 days of one party notifying the other of the dispute.
17.2 If the dispute is not resolved through negotiation, the parties agree to attempt to resolve it through mediation in Bengaluru, Karnataka, before resorting to litigation.
17.3 If mediation fails, the dispute shall be submitted to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India.
17.4 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.
18. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. The parties submit to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India for the resolution of all disputes arising under or in connection with this Agreement.
19. Non Solicitation
19.1 During the term of this Agreement and for a period of 12 months after its termination, the Client agrees not to directly solicit, hire, or engage any ABS employee, contractor, or subcontractor who was involved in delivering the services.
19.2 During the term of this Agreement and for a period of 12 months after its termination, ABS agrees not to directly solicit the Client’s employees who were involved in managing the ABS engagement.
20. Entire Agreement and Amendments
20.1 This Agreement, together with any applicable Service Proposal, Statement of Work, and any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and representations, whether oral or written.
20.2 No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.
20.3 ABS reserves the right to update these Terms and Conditions from time to time. Updated terms will be communicated to active Clients with at least 30 days’ notice and shall apply to any renewals or new Service Proposals issued after the effective date of the update.
21. Severability and Waiver
21.1 If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, it shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
21.2 No failure or delay by either party to exercise any right or remedy under this Agreement shall be construed as a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.
22. Relationship of Parties
ABS is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. ABS shall have no authority to bind the Client in any way.
23. Assignment
The Client may not assign, transfer, or sub licence any rights or obligations under this Agreement without the prior written consent of ABS. ABS may assign or sub contract any part of its obligations to qualified third parties provided that ABS remains responsible for the overall delivery of services and quality.
24. Survival
The following provisions shall survive termination or expiry of this Agreement: Section 3, No Guarantee of Rankings, Section 6, Proprietary Rights, Section 9, Confidentiality, Section 10, Data Protection, Section 11, Limitation of Liability, Section 12, Indemnification, Section 17, Dispute Resolution, Section 18, Governing Law, and Section 19, Non Solicitation.
25. Relationship
ABS operates as an independent contractor and not as a partner or employee of the Client.
26. Acceptance
By engaging ABS services, you confirm acceptance of these Terms & Conditions.