Terms & Conditions

1About these terms

These terms and conditions ("Terms") apply to all services provided by AY Experts Ltd ("AY Experts", "we", "us", "our"), a company registered in England & Wales (company no. 00000000), whose registered office is at 4 Bertha Rd, Rochdale OL16 5BE.

Our agreement with you ("you", "the Client") is made up of: (a) the proposal or statement of work you accept, which sets out the services, deliverables, fees and any minimum term; and (b) these Terms. If there's a conflict, the proposal takes priority.

Our services are provided to businesses, not consumers. By accepting a proposal, signing an order, or paying an invoice, you confirm you're acting for business purposes and agree to these Terms.

2Definitions

• Services — the digital marketing, SEO, paid media, social media, web design, development, automation or other services described in your proposal.
• Deliverables — anything we create for you as part of the Services, such as websites, content, designs, reports and campaigns.
• Monthly Services — ongoing services billed monthly (for example SEO, PPC management, social media).
• Projects — one-off work with a defined scope (for example a website build or an audit).
• Third-party Costs — costs paid to other providers, such as ad spend, hosting, domains, software, plugins and stock images.

3Our services and proposals

We'll provide the Services with reasonable skill and care, using suitably experienced specialists, and in line with good industry practice.

• Proposals are valid for 30 days unless stated otherwise.
• The scope of work is as described in your proposal. Work outside that scope is charged separately, and we'll always agree it with you in writing first.
• We may use carefully selected subcontractors or tools to deliver parts of the Services. We remain responsible for their work.
• Any timescales we give are estimates. We'll do our best to meet them and keep you updated, but delays caused by late approvals, content or access from you may move deadlines.

4Your responsibilities

To help us deliver great results, you agree to:

• give us accurate information and timely access to the accounts, systems and people we need (for example your website, Google Ads, Analytics, Search Console, Google Business Profile or social accounts);
• provide content, feedback and approvals within a reasonable time — normally within 5 working days;
• make sure any content, images, logos or data you give us are yours to use and don't break any law or third-party rights;
• comply with the policies of any platforms we use for you (such as Google and Meta advertising policies);
• keep your own backups of important data and content, except where backups are included in your Services.

5Fees, invoicing and payment

• Monthly Services are invoiced monthly in advance.
• Projects are normally invoiced as a 50% deposit before work starts, with the balance due on completion or at agreed milestones.
• Invoices are payable within 14 days of the invoice date, unless your proposal says otherwise.
• All fees are in GBP and exclude VAT, which is added where applicable. International clients may be invoiced in USD or EUR by agreement.
• If an invoice is overdue, we may pause the Services after giving you 7 days' written notice, and we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
• We may review our monthly fees once a year. We'll give you at least 30 days' notice of any change.

6Ad spend and third-party costs

Our fees cover our work only. Advertising spend is paid directly by you to the platform (for example Google, Microsoft or Meta), and you remain the owner of your ad accounts.

Other Third-party Costs — such as hosting, domains, premium plugins, software subscriptions and stock imagery — are either paid by you directly or recharged at cost, as set out in your proposal. We're not responsible for price changes or outages by third-party providers.

7Term, cancellation and notice

Monthly Services

• Monthly Services start on the date in your proposal and continue for any initial term stated there (for example an onboarding period or a 6-month plan).
• After the initial term, they continue on a rolling monthly basis and either of us can end them by giving 30 days' written notice.
• If you end a discounted fixed-term plan early, we may charge the difference between the discounted and standard monthly fee for the months already delivered.

Projects

• You can cancel a Project at any time by telling us in writing. You'll pay for work completed up to that point, plus any Third-party Costs already committed. Deposits cover initial planning and scheduling and are handled as set out in our Refund Policy.

Ending the agreement for cause

Either of us may end the agreement immediately by written notice if the other seriously breaches these Terms and doesn't fix the breach within 14 days of being asked to, or becomes insolvent.

When the agreement ends

You'll pay any outstanding invoices, and we'll hand over account access, Deliverables you've paid for and any reasonable information you need to continue the work.

8Results and no guarantees

We'll always work to agreed targets and report on them honestly. However, results from SEO, paid advertising, social media and other marketing depend on many factors outside our control — including search engine algorithms, platform policies, competitors, your budget and your market.

For that reason, we can't guarantee specific rankings, traffic, leads, sales or return on investment. Any forecasts or examples of past results are for guidance only.

9Intellectual property

• Once you've paid in full, you own the Deliverables we create specifically for you (such as your website design, written content and campaign assets), and we transfer the relevant rights to you.
• Until payment is complete, we keep ownership and grant you a licence to use the Deliverables.
• We keep ownership of our own tools, templates, methods, know-how and any pre-existing material, and grant you a licence to use them as part of the Deliverables.
• Third-party items (for example themes, plugins, fonts and stock images) are licensed under their owners' terms.
• Unless you ask us not to, or an NDA applies, we may mention you as a client and show the work in our portfolio and case studies. We'll ask for your approval before publishing any results or quotes.

10Confidentiality

We'll both keep the other's confidential information private and use it only to perform or receive the Services. This includes business plans, performance data, pricing, logins and client lists. This obligation continues for 3 years after our agreement ends, except for information that is already public or that the law requires us to share. We're happy to sign a separate NDA on request.

11Data protection

Each of us will comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018. How we handle personal information is explained in our Privacy Policy.

Where we process personal data on your behalf (for example your customers' data in your CRM, website or ad accounts), we act as your processor and will follow your documented instructions under a data processing agreement, which forms part of these Terms.

12White-label and agency partners

If you're an agency using our white-label services:

• we'll deliver the Services under your brand, with unbranded reports, and won't contact your clients directly unless you ask us to;
• you're responsible for your own contract with your clients, including your prices, terms and client communication;
• neither of us will directly solicit the other's clients introduced through the partnership during the agreement and for 12 months after it ends;
• an NDA is available as standard before you share any client details.

13Third-party platforms

Many of our Services rely on platforms we don't control, such as Google, Meta, Microsoft, Shopify, WordPress, GoHighLevel and hosting providers. We're not responsible for their outages, policy or algorithm changes, account suspensions or pricing changes. If something changes, we'll let you know and recommend the best way forward.

14Limitation of liability

• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that can't be limited by law.
• We're not liable for any indirect or consequential loss, or for loss of profits, revenue, business, goodwill, data or anticipated savings.
• Our total liability to you under or in connection with our agreement is limited to the fees you paid us in the 3 months before the event giving rise to the claim.

15Non-solicitation of staff

During our agreement and for 12 months after it ends, neither of us will directly employ or engage any member of the other's team who was involved in the Services, without the other's written agreement.

16Complaints and disputes

If you're unhappy with any part of our Services, please tell your specialist or email [email protected]. We'll acknowledge your complaint within 2 working days and aim to resolve it within 14 days. If we can't agree, we'll both try to resolve the matter through good-faith negotiation, or mediation, before starting court proceedings.

17Use of our website

The content on ayexperts.com is for general information only and isn't professional advice for your specific situation. We try to keep it accurate and up to date, but we don't guarantee it. You may not copy or reuse our content, design or branding without permission. Links to other websites are provided for convenience; we're not responsible for their content.

18Changes to these terms

We may update these Terms from time to time. The version that applies to your Services is the one in force when you accepted your proposal. For ongoing Monthly Services, we'll give you at least 30 days' notice of any material change, and you may end the Services before the change takes effect if you don't agree.

19General

• Entire agreement: the proposal and these Terms are the whole agreement between us about the Services.
• Events beyond our control: neither of us is liable for delays caused by events outside our reasonable control.
• Assignment: neither of us may transfer the agreement without the other's consent, except as part of a sale or restructure of the business.
• Severance: if any part of these Terms is found invalid, the rest still applies.
• Notices: must be in writing, including by email to the addresses we each use for the account.
• Third-party rights: nobody else has rights under these Terms under the Contracts (Rights of Third Parties) Act 1999.

20Governing law

These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

21Contact us

If you have any questions about these Terms, contact us:

Email

[email protected]

Phone

+44 7476 930739

Post

AY Experts, 4 Bertha Rd, Rochdale OL16 5BE