Terms & Conditions

Introduction

These Terms and Conditions (“Terms”) govern all services supplied by Cyphas Solutions Ltd (“we”, “us”, “our”), including any services delivered under our trading names Aetheli, PPC SEO Agency, AI Excellence, AI Excellence Pro, and NetMoreClients.com.

They apply to every client (“you”, “your”, “the Client”) who engages us for web design and development, SEO, digital marketing, paid advertising, or related services. By signing a proposal, accepting an invoice, paying a deposit, or otherwise instructing us to begin work, you agree to these Terms in full.

These Terms are divided into three parts. Part A covers web design and development. Part B covers SEO and digital marketing (including hybrid growth and retainer plans). Part C sets out general provisions that apply to all services. Where a signed proposal, statement of work, or invoice contains specific commercial terms (price, scope, timeline), those terms sit alongside these Terms. If there is a direct conflict on a commercial point, the signed proposal or invoice prevails for that point only.

Part A: Web Design & Development Terms

This Part applies to all website design, development, redesign, marketplace setup, integrations, and related build work.

A1. Deposit and Payment

An initial deposit is required before work begins. The amount of the deposit will be stated on the proposal or invoice. Once substantial work has been undertaken, or once the project reaches approximately 90% completion, the deposit is non-refundable.

The outstanding balance is due on transfer of the completed website or on go-live, whichever occurs sooner. If you delay go-live after we have completed the site, the balance becomes payable within 14 days of our written notice of completion, regardless of whether the site has been launched.

If the balance is not paid within 14 days of the balance invoice, the full contract amount becomes immediately due and payable. Late-payment interest accrues at 6% per month on overdue balances. We also reserve the right to suspend work, withhold access credentials, take the site offline, or remove the site until payment is received in full.

If a project becomes dormant for more than 45 days (for example because we are waiting on your instructions, content, or approvals with no meaningful progress), we may charge a re-activation fee at our discretion before resuming work.

A2. Client-Caused Delays

We accept no liability for delays caused by your failure to provide required access, credentials, approvals, content, brand assets, or other information reasonably needed to progress the project.

If we formally request access or information and it is not provided within 72 working hours, and that failure prevents progress, the delay is your responsibility. The project timeline will be adjusted accordingly. Any missed deadline attributable to your delay cannot be used to claim non-delivery, withhold payment, or seek a refund.

A3. Scope and Changes

The scope of work is defined in the accepted proposal, statement of work, or invoice. Any work requested beyond that agreed scope will be quoted separately and must be approved by you before it is undertaken. Out-of-scope work is billed at our then-current agency hourly rate unless a fixed fee is agreed in writing.

Material changes requested mid-project that reset or significantly increase the workload (for example switching platform, theme, app stack, or core functionality) constitute a scope change and may be billed in addition to the original fee.

A4. Client-Supplied Assets

It is your responsibility to supply brand assets (logo, images, copy, product information, credentials, and similar materials) in good time and in a usable format.

If no assets are provided, we may use relevant stock photography, AI-generated imagery, or placeholder content as we reasonably deem suitable. These will be presented at mockup stage. If you do not find the placeholders suitable, you must supply links to or files for alternatives.

If we are required to source bespoke assets on your behalf (including custom photography, illustration, copywriting beyond the agreed scope, or paid stock licences), that work is chargeable at our agency hourly rate plus any third-party costs.

A5. Revisions and Sign-Off

If you are dissatisfied with the final work, you must raise this in writing before the site goes live. We will rectify issues within 7 working days of written notification, provided the issues fall within the agreed scope.

Once you approve the site and it goes live (including where a password is removed, a domain is pointed, or the site is otherwise made publicly available with your knowledge), that constitutes acceptance of the work.

Post-launch changes, enhancements, and support fall outside the original project scope and will be quoted separately unless covered by a separate support agreement. Ongoing website support is null and void if the final project balance has not been paid in full.

A6. Third-Party Integrations and Subscriptions

We will configure third-party tools and integrations (including payment gateways, shipping providers, marketplaces, apps, and similar services) as agreed in the scope. You remain responsible for maintaining active accounts, subscriptions, and access credentials with those third-party providers, and for all fees they charge you.

Any delays caused by inactive accounts, missing credentials, or late provision of third-party access are your responsibility. We are not responsible for the performance, downtime, feature changes, or pricing changes of third-party platforms.

A7. Intellectual Property (Web Projects)

Upon receipt of full payment, you own the visual elements and design created specifically for your project. We will supply source and finished files as agreed. You should retain copies; we are not obliged to store project files indefinitely.

We retain the right to display the work in our portfolio, case studies, and marketing materials unless you have agreed otherwise in writing before the project starts.

Assets, designs, code, or content created but not paid for in full remain our property and may not be used, published, or transferred until payment is made in full.

A8. Cancellation (Web Projects)

You may cancel a web project at any time by written notice. You remain liable for all costs and non-cancellable commitments incurred to the date of cancellation, including work already performed at the agreed rates.

The deposit is non-refundable once significant work has begun. If we terminate the project due to non-payment or your material breach of these Terms, all outstanding amounts become immediately due and payable.

A9. Hosting and Technical Support

Unless expressly included in the proposal, hosting is not provided by us. You are responsible for arranging hosting with a third-party provider and for any downtime, email, or server issues arising from that hosting arrangement.

Technical support relating to work we have delivered may be provided as agreed. Support does not cover issues caused by third-party platforms, client-side changes, or hosting failures outside our control.

Part B: SEO & Digital Marketing Terms

This Part applies to SEO retainers, hybrid growth plans (including Spark, Genesis, Launch, Orbit, and Galaxy tiers and any bespoke equivalent), paid advertising management, content marketing, LLM visibility work, and related digital marketing services delivered under Cyphas Solutions Ltd or any of our trading names.

B1. Payment: Services Paid in Advance

SEO and digital marketing services must be paid in full in advance each month. This reflects the nature of the work, which typically involves third-party tools, content production, and (where applicable) ad spend commitments.

The first month’s invoice is due on signing or acceptance of the proposal. Subsequent monthly invoices are issued on or around the 1st of each month and are payable within 7 days.

If payment is not received within 7 days, we reserve the right to pause all activity immediately, charge late-payment interest at 6% per month on overdue balances, and recover any reasonable legal costs and disbursements incurred in collection. Work will not resume until overdue amounts are cleared.

B2. Evidence of Work and Reporting

We log activity and maintain records of work undertaken. This may include screenshots, correspondence, and platform activity (for example Shopify, Google Ads, Meta Ads, Google Business Profile, Google Search Console, analytics tools, and similar platforms) captured at intervals throughout the engagement.

Where included in your plan, you will have access to a live dashboard to monitor SEO progress, rankings, traffic, and related metrics in real time. Monthly progress meetings or reports will be provided as set out in your plan.

B3. Minimum Term and Cancellation

All plans except Spark (or any equivalent short proof-of-concept offer we publish from time to time) carry a minimum 3-month commitment. After the initial term, the agreement continues on a rolling monthly basis.

Either party may cancel after the minimum term by giving 30 days’ written notice. Cancellation does not entitle you to a refund of any month already paid or in progress.

Spark (or equivalent proof-of-concept) plans have no long-term commitment beyond the stated period. At the end of that period you may upgrade, continue on the terms then offered, or end the engagement.

If a project or retainer goes dormant for more than 45 days without written agreement, we may charge a re-activation fee at our discretion before resuming work.

B4. Scope and Out-of-Scope Work

Deliverables are those set out in the accepted package, proposal, or retainer description. Requests beyond the agreed monthly package are out of scope and will be quoted separately before being undertaken.

Out-of-scope work carried out at your verbal or written request will be billed at our agency hourly rate. We may also recommend an amendment to the monthly budget where ongoing additional work is required.

B5. Results and Guarantees

Our Triple Guarantee applies to Hybrid plans only (plans that combine SEO with funded paid ads as described in the relevant proposal). Under the Triple Guarantee: (a) paid ads are used to generate enquiries while SEO builds; (b) we target clear keyword and visibility improvements within 90 days; and (c) if agreed targets are not met, we continue the relevant work at no further management charge until those agreed targets are met, subject to your continued cooperation and to any ad spend remaining your responsibility where applicable.

SEO results depend on search engine algorithms, market competition, website technical health, and your cooperation. No specific ranking position, traffic volume, or revenue outcome can be guaranteed.

Paid advertising results depend on ad spend, audience, creative, landing pages, and market conditions. Results may take up to 6 weeks to take effect. Ad spend paid to third-party platforms (Google, Meta, Microsoft Advertising, and others) is separate from our management fees and is non-refundable once spent.

Non-Hybrid versions of plans (where offered) do not include the funded ads layer and do not include the Triple Guarantee.

B6. Client Responsibilities

You must provide accurate, complete, and timely information about your business, products, and services. You are responsible for the accuracy and propriety of all information you supply to us, whether verbally or in writing.

You guarantee that you own, or have permission to use, all text, images, trademarks, and other assets you supply. You must cooperate with onboarding requirements and provide access to relevant platforms (website CMS, analytics, advertising accounts, Google Business Profile, hosting, and similar) in a timely manner.

Failure to provide access or information within a reasonable time after request may delay results and does not entitle you to a refund or to claim non-performance for the affected period.

B7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement, and to use reasonable efforts to protect that information both during and after the term of the appointment, except where disclosure is required by law or where the information is already public through no fault of the receiving party.

B8. Third-Party Services and Platforms

We may use third-party tools and platforms to deliver services. You acknowledge that we cannot guarantee the uninterrupted availability, pricing, or feature set of those platforms.

Where we manage paid advertising, platform ad spend is your cost unless a proposal expressly states that ad spend is funded by us as part of a Hybrid offer. Funded ad spend, where provided, is limited to the amounts and duration stated in the proposal.

B9. Cancellation for Cause

Either party may terminate immediately by written notice if the other becomes insolvent, has a petition brought under insolvency laws, makes an assignment for the benefit of creditors, or has a trustee or similar agent appointed over its property or business.

Either party may also terminate if the other materially breaches its obligations and fails to remedy the default within 30 days of written notice (or, if the default cannot reasonably be cured within 30 days, fails to begin and diligently pursue a cure). We may terminate immediately if you materially breach your payment obligations.

B10. Non-Cancellable Commitments and Materials on Termination

If we have properly committed to non-cancellable third-party costs on your behalf (for example tools, listings, modules, photography, or external services), you agree to pay those costs regardless of cancellation. We will use reasonable efforts to minimise such liabilities once we receive written notice of cancellation, and will provide written proof on request that the costs are non-cancellable.

On termination, if any materials or services we have supplied remain unpaid, you must not use those materials or the product of those services until payment is made in full. Subject to there being no outstanding indebtedness, we will transfer materials belonging to you that are in our possession, and you will pay any reasonable costs associated with that transfer.

Part C: General Provisions

The following provisions apply to all services under Part A and Part B, and to any other work we carry out for you.

C1. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

C2. Errors and Limitation of Liability

We cannot guarantee that our work will be entirely free of errors. When errors are brought to our attention in writing, we will correct them promptly.

To the fullest extent permitted by law, we are not liable to you or any third party for indirect, incidental, consequential, or special damages, including lost profits, lost savings, loss of data, or loss of business opportunity, even if you have advised us of the possibility of such damages.

Our total aggregate liability arising out of or in connection with any project or monthly engagement shall not exceed the total fees actually paid by you to us for that project or for the month in which the claim arose (excluding third-party ad spend and pass-through costs). Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.

C3. Intellectual Property and Releases

You warrant that you own or have permission to use all assets you supply to us, and that our use of those assets in performing the services will not infringe third-party rights. You agree to indemnify us against claims arising from assets or information you supply.

We warrant that we will obtain any necessary licences, releases, or permissions for third-party assets that we source for use in your project, where applicable.

Unless otherwise agreed in writing, we retain ownership of our pre-existing tools, frameworks, methodologies, templates, and know-how. You receive a licence to use deliverables as needed for your business once paid for in full.

C4. Mutual Cooperation

We will use reasonable efforts to deliver the services to a professional standard. You agree to support that delivery by making needed information available and cooperating in expediting the work.

C5. Changes and Revisions (General)

Fixed-price and package fees are based on the scope and time estimated at the outset. If you change requirements or add new work, we will provide a separate estimate. Additional work will not proceed without your approval, except where you have already requested it and we have confirmed it will be billed at our hourly rate.

C6. Collection Costs

If we incur legal fees, costs, or disbursements in collecting unpaid invoices, you agree to reimburse those reasonable expenses in addition to the unpaid balance and any accrued late-payment interest.

C7. Entire Agreement

These Terms, together with any signed proposal, statement of work, or invoice, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, agreements, and understandings of every kind relating to that subject matter.

C8. Severability

If any provision of these Terms is held to be illegal, invalid, or unenforceable, that provision will be severed. The remaining provisions will continue in full force and effect.

C9. Representations and Authority

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under these Terms without violating the legal or equitable rights of any third party.

C10. Notices

Formal notices under these Terms must be given in writing and sent by email to the addresses last notified by each party (for us, [email protected] unless we notify you otherwise), or by post to the registered or trading address last notified. Notices are deemed received on the next working day after email transmission, or two working days after posting within the United Kingdom.

C11. Contact

Cyphas Solutions Ltd, Company No. 08042734, VAT No. GB410538627. Registered office / trading address: 82a James Carter Road, Mildenhall, Bury St Edmunds, IP28 7DE, United Kingdom. Website: www.cyphas.com. Email: [email protected]. Telephone: +44 208 040 0456 / +1 727 222 0155.

Trading names include Aetheli, PPC SEO Agency, AI Excellence, AI Excellence Pro, and NetMoreClients.com. Websites associated with our services may include www.cyphas.com, www.aiexcellence.pro, www.ppcseo.agency, and NetMoreClients.com.

By engaging Cyphas Solutions Ltd (or any of its trading names) for services, you confirm that you have read, understood, and agree to these Terms and Conditions.

© 2026 Cyphas Solutions Ltd. All rights reserved. These Terms may be updated from time to time. The version published on our website or attached to your proposal at the time of engagement applies to that engagement.