Terms of Business

These terms cover the websites, ads management, content and SEO, and GEO/AIO (being found in AI answers) we provide to businesses. Capitalised words are defined in clause 25.

The short version

• Price: a one-off setup fee, then a monthly fee in advance, plus any VAT (clause 8).
• No minimum term: either of us can end the Agreement on 30 days’ notice, with no fee for leaving. Before we start work, you can cancel for a full refund (clauses 8 and 9).
• Your ad money: you pay Google and Meta directly, from your own accounts, within monthly caps you approve. We never hold it (clause 6).
• How we work: AI tools, with a person reviewing every change before it goes live (clause 4).
• What’s yours: everything we set up is in your accounts, and our work is yours once paid for, including when you leave (clauses 6, 10 and 11).
• No guarantees of rankings, leads, sales or mentions in AI answers (clause 7).
• Liability: limited for each claim, usually to 3 months’ fees, except where the law does not allow it (clauses 13 and 14).

1. About us

You can contact us at hello@padon.ai.

1.2 We only work with businesses based in the UK, unless your Order Form says otherwise. By signing or accepting an Order Form, you confirm that you act for the purposes of your trade, business or profession, and that the signer can bind your business.

2. How the contract is formed

2.1 We send you an Order Form with the Services, fees and other agreed details. The Agreement is made when both of us sign it, including electronically, or when one of us emails it and the other accepts it by email without changes. It starts then, or on any later start date the Order Form gives (the Start Date).

2.2 Further Order Forms join the same Agreement in the same way and may have their own Setup Fee. A Monthly Service added part-way through a Billing Month is charged pro rata for the rest of it.

2.3 These terms apply instead of any terms you try to impose, including on a purchase order.

2.4 If parts of the Agreement conflict, the DPA wins on personal data, then the Order Form where it names the clause of these terms it changes, then the Schedule for the Service concerned, then the rest of these terms. No Order Form can add a minimum term or a fee for leaving, or change clause 6.1, 6.2 or 10.

3. The Services

3.1 We provide the Services in your Order Form, as the Schedules describe: Websites, with hosting where your Order Form says so (Schedule 1, the Websites Services); Ads (Schedule 2, the Ads Services); Content and SEO, including GEO/AIO (Schedules 3 and 4, the Content and SEO Services); and Growth, which combines them with a monthly strategy call (Schedule 5, the Growth package).

3.2 We provide the Services with reasonable skill and care, and in line with the Agreement.

3.3 We start the Setup Work on the day we give you under clause 8.1, once the Setup Fee is paid, and tell you when we expect to finish its main parts.

3.4 To add, remove or change a Service, email us; we confirm any change and new fees in a new Order Form. Work outside the Services, such as video or ads on other platforms, is quoted first and done only if you agree in writing.

3.5 We may change how we provide the Services, including our tools and providers, if this does not materially reduce what you receive.

3.6 We may work for other businesses, including your competitors, and keep your confidential information confidential under clause 16.

3.7 If we fall short. If we do not deliver something a Schedule promises for a month, such as the agreed posts, we make it up the next month or, if you prefer, credit a fair part of that month’s Monthly Fee. If we cannot work on your accounts for more than 5 Business Days in a row, we tell you and say when we will be back.

4. How we do the work

4.1 We do the work with AI tools: AI services from other providers, such as Claude from Anthropic, and any software we build on them. We use them to research, plan and write, and to prepare changes for you, such as ad copy, posts, keyword and budget suggestions, pages and reports.

4.2 A person reviews every change we make before it goes live, including ads, budgets, targeting, Site changes and published content, with two exceptions:

(a) an Ad Platform’s own automated bidding, budget pacing and audience expansion adjust your campaigns within the settings and budgets we set, which nobody can review in advance; and

(b) automatic safety rules, in the Ad Platform or in our own software, may pause a campaign or lower a budget, but only to keep your Ad Spend within a Spend Cap or when a landing page or your tracking has stopped working. A person reviews each pause on the same or the next Business Day, and we tell you about it.

Automatic rules never raise a budget, start a campaign or publish anything.

4.3 We switch off Ad Platform features that write or change ads, text or images by themselves, such as Google’s auto-applied recommendations and automatically created assets and Meta’s Advantage+ creative enhancements, unless you ask us in writing to use them. If you do, what the platform creates goes live without our review.

4.4 AI tools make mistakes, such as inaccurate, outdated or unoriginal material. Our review is there to catch them, and if one gets through, we put it right at our own cost. We never knowingly publish anything that infringes anyone’s rights.

4.5 We send Client Content and your instructions to AI providers to do the work. We use AI providers only under business terms that do not let them train their models on what we send them, and we list them in the DPA. We never use your Client Content or confidential information to train AI models, or send form enquiries, leads or customer lists to AI providers.

5. Your responsibilities

5.1 You must:

(a) give us accurate, complete information about your business, products, prices and offers, and tell us promptly of any change;

(b) give us, and keep in place, the access we reasonably need, through each platform’s own tools for adding users, so you never share passwords;

(c) promote only lawful products and services that you may sell, with any licence or authorisation required, and can supply as advertised, and have evidence for any claim you give us or approve, such as “award-winning”;

(d) comply with the Ad Platforms’ policies and terms, and keep your ad accounts in good standing, including by paying the platforms on time;

(e) have a privacy notice on your website, and the lawful basis and any consent needed for personal data used in the Services; and

(f) keep the email address in your Order Form monitored, and comply with the law that applies to your business.

5.2 Approvals. These need your approval before they go live: your Spend Caps and any increase to them; your first campaigns, and your Site before it first goes live; any new offer, price, guarantee or comparison, any ad using a competitor’s name or brand (including as a keyword), and any other claim not among the Approved Facts; and anything else we tell you needs approval. We ask by email. If you do not reply within 5 Business Days, we remind you and wait; dependent work is delayed and the fees still apply. Silence is never approval.

5.3 Approved Facts. Before we start, we send you a fact sheet about your business. The Approved Facts are the facts you confirm in it in writing, and any others you give us or approve in writing later; nothing taken from your website counts unless you have confirmed it. We may publish ads and content using only Approved Facts without asking you each time, after our own review. We never invent facts, figures, reviews or testimonials, or present AI-generated images as photos of your premises, staff, products or work. You are responsible for the Approved Facts being accurate, and we for using them accurately. If you would rather approve every ad, page or post, tell us.

5.4 If you do not do something this clause asks, we are not responsible for any resulting delay or failure, and the fees still apply.

6. Your accounts and Ad Spend

6.1 Your accounts. Everything we set up for you lives in your own accounts, and you own it: ad accounts, pixels and datasets, conversion actions, tag manager containers, analytics, Search Console, Google Business Profile and audiences. We never set them up in our accounts, and open any new account in your name. We work in them through manager or partner access, which you can remove at any time.

6.2 Ad Spend. Your agreement with each Ad Platform is directly with it, and you pay all Ad Spend to it with your own payment method. We never hold, receive or pay Ad Spend or change your billing settings, and Ad Spend is not part of our fees.

6.3 Spend Caps. Before any campaign starts, you approve in writing a Spend Cap for each Ad Platform: the most your Ad Spend on it may be in a calendar month. You can change it by email at any time. We apply a lower cap, or pause campaigns if you ask, by the end of the next Business Day; a higher cap applies once we confirm it. We set budgets and limits, including any account-level spending limit a platform offers, to keep within your Spend Caps, and make no change that would exceed one without your written approval. If you change budgets yourself, please tell us: we are not responsible for others’ changes.

6.4 Platform rules. Platforms may spend more than a daily budget on some days, within their own weekly or monthly limits, and we allow for this. If a platform’s rules or errors still take your Ad Spend over a cap, that is not our breach, but we help you claim any credit or refund it offers.

6.5 Overspend caused by us. If a change we made takes your Ad Spend over a Spend Cap without your approval, we pay you the overspend it caused, up to the amount of that Spend Cap for the month. We stop any overspend as soon as we know about it. If overspend we caused is more than we pay under this clause, you can claim the rest under clause 14. Payments under this clause do not count towards the limit in clause 14.4.

6.6 Platform decisions. Ad Platforms decide whether to approve, show or remove ads, may restrict or suspend accounts, and often change their features and policies. A platform’s rejection, limit or suspension is not in itself our breach: we tell you what we know and, where reasonable, change the ad or appeal. If it happened because we did not take reasonable care, we put it right at our own cost.

6.7 Tracking. We may set up tracking on your Site, such as the Google tag or the Meta pixel and Conversions API. Where the law requires consent first, we set it to run only after the visitor consents through your Site’s consent tool. That tool, and your privacy and cookie notice, are your responsibility; if your Site has none, we tell you before setting up tracking and help you add one.

6.8 Customer lists. If you ask us to use your customers’ details for advertising, for example by uploading a list to Google Customer Match or Meta Custom Audiences, you must make sure you may use them that way and that your privacy notice says so. We handle such lists as your processor, upload them only to your own ad accounts, and delete our copies within 7 days after uploading them.

6.9 Our own compliance. We follow the Ad Platforms’ policies and Google’s rules for businesses managing Google Ads accounts for others. We tell you our fees in writing before you sign, show them on every invoice, and never invoice you for Ad Spend.

7. Results

7.1 We report honestly, but results depend on things we do not control, such as the platforms, search engines and AI assistants, your market, prices and website, and how you handle enquiries.

7.2 So we do not guarantee any result, such as rankings, traffic, leads, sales, return on ad spend, or any AI assistant mentioning or recommending your business.

7.3 Forecasts, estimates and targets we give you are honest estimates, not promises, and missing one is not a breach.

7.4 Search engines and AI assistants decide what to show, and their answers vary between people, places and times, so our measurements of rankings and AI answers are samples, not a complete picture.

8. Fees and payment

8.1 Setup Fee. Each Setup Fee is due when its Order Form takes effect. We email you, at least 2 Business Days ahead, the day we will start the Setup Work. Until that day, you may cancel the Order Form with immediate effect for a full refund of its Setup Fee; from that day the Setup Fee is non-refundable, except under clause 8.2. If a Setup Fee is unpaid 14 days after it is due, we may cancel that Order Form, and neither of us then owes the other anything under it.

8.2 Refunds if we end early or are late. We refund the Setup Fee, or what you have paid for a Project, in full, and what we have delivered becomes yours as if paid for, if before we finish the Setup Work or Project:

(a) we end the Agreement under clause 9.1;

(b) you end it under clause 9.4 because of our breach;

(c) we are more than 60 days late against the finishing date we gave you, through our own fault, and you end the Agreement, or cancel the Project, for that reason with immediate effect; or

(d) we end it under clause 9.5(b) or (c) for a reason that is not your breach.

8.3 Monthly Fee. The first Billing Month starts on the day we start the Setup Work or, if there is none, on the Start Date. Each Monthly Fee is due in advance on the first day of its Billing Month, and we invoice it at least 7 days before (the first with our start-day email or the Order Form). If a Monthly Service ends part-way through a Billing Month, you pay only up to the end date, and we refund the rest.

8.4 Projects. You pay for a Project as your Order Form sets out or, if it does not say, half when the Order Form takes effect and half when we tell you the work is ready for your approval. We email you, at least 2 Business Days ahead, the day we start work on it, and do not put a Site live until it is paid for in full.

8.5 Payment. You pay by the method in your Order Form. For Direct Debit or card, you authorise us to collect each amount on or after its due date, once invoiced. Neither of us may set off or deduct anything from an amount it owes the other, unless we agree in writing or the law requires it.

8.6 VAT. Fees exclude VAT, which you pay on top where it applies. If we register for VAT during the Agreement, we tell you as soon as we can and add VAT from the date registration takes effect, and you may end the Agreement with immediate effect by notice within 30 days.

8.7 Price changes. We may increase a Monthly Fee on at least 60 days’ notice by email. If you give notice to end the Agreement before the increase takes effect, it does not apply to you.

8.8 Founding Price. A Founding Price is fixed for 12 months from the Start Date, unless your Order Form gives another period. After that the standard price in your Order Form applies, but not until at least 60 days after we email you the new price. A Founding Price does not commit you to stay: you can leave on 30 days’ notice at any time, with nothing to repay. It can end early only under clause 17.5.

8.9 Late payment. On late payments we may charge interest from the day after the due date, and fixed-sum compensation, under the Late Payment of Commercial Debts (Interest) Act 1998.

8.10 Suspension. If any amount is still unpaid 14 days after we send you an overdue notice, we may suspend the Services until you pay. During a suspension we stop work and the Monthly Fee remains payable; your campaigns keep running on their current settings within your Spend Caps unless you ask us to pause them, which we still do; and we do not take a Site we host offline without at least 7 more days’ notice. Clause 9.6 limits this right.

8.11 Disputed invoices. If you think an invoice is wrong, tell us within 14 days with your reasons and pay the undisputed part. While we resolve it in good faith, we do not charge interest on, or suspend the Services over, the disputed part.

9. Ending the Agreement

9.1 No minimum term. Monthly Services continue month to month until either of us ends them by at least 30 days’ notice, given on any day. A notice ends them on the date it gives or, if it gives none or one less than 30 days away, 30 days after it is given. There is no fee for leaving. If the Agreement ends before the Setup Work is finished, we still finish it, Site included, and hand it over, unless you tell us not to, clause 8.2 applies, or we ended the Agreement for your breach. The Agreement ends when all the Services have ended.

9.2 Ending some Services. A notice may end only some Monthly Services. If you end part of a package priced together, such as Growth, we offer a new Order Form for the rest; if you decline it, the notice ends the whole package.

9.3 Projects. A Project continues until finished, and you may cancel it at any time: before the day we start work on it, for a full refund; after that, paying for the work done so far, up to what is already due under clause 8.4, with the rest refunded unless clause 8.2 gives you more. The work done becomes yours once paid for. If a Project waits more than 60 days for something from you, such as an approval, content or access, despite two reminders, we may close it on the same basis.

9.4 Breach, insolvency and non-payment. Either of us may end the Agreement immediately by notice if the other commits a material breach that cannot be put right, fails to put a material breach right within 14 days of a written request, becomes insolvent or stops trading. We may also do so if any amount is unpaid 30 days after we send you an overdue notice.

9.5 Problems with your products or content. We may end the Agreement, or stop part of the Services, immediately by notice if:

(a) you seriously break clause 12;

(b) we reasonably believe continuing would break the law or an Ad Platform’s policies because of your products, Client Content or instructions; or

(c) an Ad Platform restricts our manager or partner account because of your ad account, products or Client Content.

If we stop part of the Services, we reduce the Monthly Fee fairly from that day, and you may end the rest with immediate effect.

9.6 Insolvency law. We will not end the Agreement, or end or suspend a Service, where section 233B of the Insolvency Act 1986 prevents it.

9.7 Ending the Agreement does not affect rights already accrued. Clauses 8 (for amounts due), 10, 11, 13 to 17 and 21 to 25, and any clause meant by its nature to continue, survive it.

10. When the Agreement ends

10.1 When the Agreement or a Service ends, however it ends:

(a) Accounts. We stop work on the end date. Everything in clause 6.1 stays in your accounts. Within 5 Business Days we remove our access, and list and remove the automatic rules and spending limits we set, unless you ask us to keep any. Tell us before the end date whether to leave campaigns running or pause them; if you do not, we leave them running on their current budgets, and from the end date they are your responsibility.

(b) Sites. A Site on a platform account in your name stays there, and we remove our access; one in an account we hold moves to you under paragraph S1.2. We keep hosting a Site we host, at no extra charge, until a switch-off date we agree, no later than 30 days after the end date, and help you point your domain to your new provider.

(c) Domain. Your domain stays yours, and we give back or remove any access we had.

(d) Exit pack. Within 10 Business Days after the end date, at no extra charge, we send you copies of the paid-for Deliverables not already in your accounts or on your Site, such as reports and content files, any Client Content you gave us, and, for a Site we host, the files needed to host it elsewhere. Unpaid Deliverables follow if you pay within 30 days after the end date. If you would rather we deleted any of these, tell us before the end date.

(e) Personal data. We delete or return personal data we process for you as the DPA sets out.

10.2 We never hold back your domain, accounts, Client Content or data. Within 30 days after the end date (or the switch-off date, for a Site we host), we delete our copies of your Site, Deliverables and Client Content, except what the law requires us to keep or an approved case study uses (clause 17), and keep our own business records as our privacy notice explains.

11. Intellectual property

11.1 Client Content stays yours. You give us a non-exclusive, royalty-free licence to use, copy, adapt and publish it to provide the Services, and to keep it afterwards only as clauses 10 and 17 and the DPA allow. You confirm you own, or may use, all Client Content for these purposes.

11.2 Deliverables. A Deliverable is paid for once you have paid everything due for the work that produced it: the Setup Fee, the Project price (or, for a cancelled or closed Project, the amount due under clause 9.3), the Monthly Fee for the Billing Month in which we made it, or any other agreed fee. Once it is paid for, all intellectual property rights in it pass to you: we assign them to you, and confirm this in a signed document whenever you ask. Until then you may use it for your business, but not after we end the Agreement for non-payment if you still have not paid 30 days later.

11.3 Our Materials. We, or our licensors, own Our Materials, including any software, tools and know-how we use. Where they form part of a Deliverable you have paid for, such as code or templates in your Site, you have a permanent, non-exclusive, royalty-free licence to use, copy, change and host them as part of it, which covers anyone working on it for you and passes to anyone who takes it or your business over. You may not sell or license Our Materials separately, or use them to build products or websites for others.

11.4 AI-generated material. The law on whether AI-assisted material is protected by copyright is unsettled. We do not promise every Deliverable is protected, but we claim no rights in Deliverables you have paid for.

11.5 Moral rights. We make sure the people who create Deliverables for us do not assert moral rights (such as being named as author, or objecting to changes) against you or anyone you authorise.

11.6 Third-Party Materials. Deliverables may include Third-Party Materials under their own licences, which bind you as well as us, and we use only materials whose licences allow the use the Agreement describes. Paid licences are agreed with you first and bought in your name at your cost, unless your Order Form includes them. We never use a licence held in our name for anything your Site needs to keep working after you leave.

11.7 We may reuse general ideas, techniques, skills and Our Materials for others, but never your Client Content, name or branding, paid-for Deliverables or confidential information.

12. Content standards

12.1 You must not ask us to create, publish or promote anything that:

(a) is unlawful, fraudulent, defamatory, misleading, discriminatory or obscene, or infringes anyone’s rights;

(b) breaks advertising or consumer protection rules, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code), for example through fake reviews or testimonials, hidden charges or false urgency;

(c) breaks an Ad Platform’s policies, or promotes products or services that are illegal or need a licence or authorisation you lack;

(d) contains or links to malware, or is used for phishing, spam or collecting data unlawfully; or

(e) would damage our systems or break our providers’ policies.

12.2 Regulated products. If your products or services are subject to special advertising rules, such as financial services and investments, health care and medicines, gambling, alcohol, legal services, or property sales and lettings, you must tell us before we start, give us the information those rules require, and approve before it goes live any ad or page either of us identifies as having to meet them. Where the law requires an ad to be approved by an authorised person, such as a financial promotion, we publish it only once you have given us evidence of that approval.

12.3 As the CAP Code says, you have primary responsibility for your ads and content complying with advertising rules; we take reasonable care to follow them in our work. We may refuse to publish, or pause or remove, anything we reasonably believe breaks this clause, telling you why and, where reasonable, letting you fix it first. We may also decline a particular piece of work, such as an ad or a post, if we tell you why. Neither is a breach.

13. Promises to cover certain claims

13.1 You will pay our losses, damages, costs (including reasonable legal fees) and expenses from any third-party claim, including by a regulator or an Ad Platform, arising from:

(a) Client Content, or our use of it under the Agreement;

(b) your products or services, or any claim about them you gave us or approved in writing, including the Approved Facts; or

(c) your breach of clause 12 or of an Ad Platform’s policies,

except to the extent the claim arises from our breach or negligence. This does not cover fines or penalties the law does not let us recover from you.

13.2 We will tell you promptly about such a claim, not settle it without your agreement (which you must not unreasonably withhold), and let you control the defence at your cost if you ask.

13.3 We will pay damages and costs finally awarded against you, or agreed by us in a settlement, on a third-party claim that a Deliverable, as delivered by us, infringes UK intellectual property rights, except claims about Client Content, Third-Party Materials you chose, or changes made by others. You must tell us promptly, let us control the defence and settlement, and give us reasonable help at our cost. We may change or replace the Deliverable so it no longer infringes.

13.4 Your liability under clause 13.1, and ours under clause 13.3, is limited to £250,000 for each claim or series of connected claims, separately from the limit in clause 14.4.

14. Limits on liability

14.1 Nothing in the Agreement limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

14.2 Nothing in this clause limits your obligation to pay amounts due under the Agreement. Clause 13 is limited by clause 13.4, not by this clause.

14.3 Subject to clauses 14.1 and 14.2, neither of us is liable to the other, in contract, negligence or otherwise, for loss of profits, revenue, business, leads or opportunities, loss of goodwill or reputation, loss of anticipated savings, or indirect or consequential loss.

14.4 Subject to clauses 14.1 and 14.2, each party’s total liability to the other for each claim, or series of connected claims, arising out of or in connection with the Agreement, in contract, negligence or otherwise, is limited to the greater of:

(a) the fees paid and payable under the Agreement in the 3 months before the event that gave rise to the claim or, if that event happened in the first 3 months after the Start Date, the fees payable for those 3 months; and

(b) for a claim about a Project, its price.

Only our fees count when working out these amounts, and a Founding Price counts at the standard price. Wasted Ad Spend caused by our breach or negligence can be claimed within these limits.

14.5 Keep your own copies of Client Content. If data we hold for you is lost or corrupted, our only obligation is to use reasonable efforts to restore it from our latest backup, without limiting the DPA or paragraph S1.7(c).

14.6 You agree these limits are reasonable, given the fees, that results depend on things outside our control, that you own and can see your accounts and approve your Spend Caps, and that you can insure against business losses.

15. Data protection

15.1 Each of us will comply with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, as amended, including by the Data (Use and Access) Act 2025.

15.2 We are a controller of the personal data of your staff and contacts that we use to manage our relationship with you, as our privacy notice at https://padon.ai/privacy explains.

15.3 When we process personal data for you in providing the Services, we do so as your processor under the DPA, and you are the controller. This includes personal data in Client Content, enquiries through forms on a Site we host, leads from your ads, customer lists you ask us to use, and personal data we see in your ad accounts, analytics and Search Console. Platforms and services you use under your own accounts, such as Google, Meta, Wix or your web host, are your providers, not our sub-processors.

16. Confidentiality

16.1 During the Agreement and for 3 years after it ends, each of us keeps confidential the information the other gives it that is marked confidential or that a reasonable person would see as confidential, and uses it only for the Agreement. Yours includes your results, account and customer data, prices and plans; ours includes Our Materials and how we work.

16.2 This does not apply to information that is or becomes public (other than through a breach of this clause), that the recipient already had or develops independently, or receives lawfully from someone else. Either of us may disclose confidential information to its professional advisers and insurers, to subcontractors who need it and are bound by similar duties, or where the law or a regulator requires.

16.3 We may use statistics about how the Services perform, such as click-through rates or costs per lead, to improve our work. We take them only from totals that platforms, search engines and analytics tools report, never from personal data, and use them only combined with other clients’ figures so that you cannot be identified.

17. Case studies

17.1 With your consent, in your Order Form or by email, we may name you as a client and publish a case study of our work for you. Except under clause 17.2, you can withdraw consent at any time; we then stop using your name in new material and remove it from our website within 30 days.

17.2 Founding clients. If your Order Form gives you a Founding Price, you agree in return that we may publish one case study of our work for you, on our website and in our marketing, naming your business and showing the work and its results. It says that you were a founding client and paid a reduced price. Once approved, it may stay published for up to 3 years from first publication while it remains accurate. If you end the Agreement because of our breach, you may withdraw it, and we remove it from our website within 30 days.

17.3 Before publishing any case study, we send you its text and figures. You may correct anything inaccurate and have us leave out figures you treat as commercially sensitive, such as revenue or margins. We publish only once you approve, and you will not unreasonably withhold or delay approval.

17.4 Case studies never include your customers’ personal data, and name, quote or show a person only with that person’s consent.

17.5 If you do not keep to clause 17.2 or 17.3, we may end your Founding Price on 30 days’ notice, and the standard price in your Order Form then applies.

18. Events outside our control

18.1 Neither of us is liable for delay or failure caused by events outside its reasonable control, such as fire, flood, pandemic, war, cyber attack, strikes (other than by its own staff), government action, or failures of the internet, power or a platform or provider. A failure of our own providers or subcontractors counts only if we could not reasonably have avoided or worked around it. The affected party must tell the other promptly and limit the effect where it reasonably can. This does not excuse late payment.

18.2 If such an event stops us providing a Service for more than 14 days in a row, either of us may end that Service immediately by notice, and we refund the fees for the time it stopped us.

19. Changes to these terms

19.1 We may update these terms by emailing you at least 30 days before the update takes effect and publishing it at https://padon.ai/terms.

19.2 If an update makes the terms materially less favourable to you, you may end the Agreement by notice before it takes effect, and it will not apply to you even if your notice period runs past that date. This does not apply to updates the law or a regulator requires, which apply from the date in our notice.

19.3 Any other change to the Agreement must be agreed in writing by both of us.

20. Subcontracting and transfer

20.1 We may use subcontractors and service providers and remain responsible for them.

20.2 We may transfer the Agreement to a business taking over all or part of ours, if we tell you in writing and your rights are not reduced. You may transfer it only with our written agreement, which we will not unreasonably withhold.

21. Notices

21.1 Notices under the Agreement, including notice to end it, must be sent by email: by us to the address in your Order Form or another address you give us in writing, and by you to hello@padon.ai.

21.2 An email notice counts as received when sent or, if sent after 5pm or not on a Business Day, at 9am on the next Business Day, unless the sender is told it was not delivered.

21.3 Notices about legal proceedings must also go by post to the other party’s registered office or, if it has none, its main place of business. Ours is in clause 1.1.

22. Complaints

22.1 If you are unhappy with anything we do, please tell us first, by email to hello@padon.ai or at https://padon.ai/complaints. We will try to resolve it within 30 days.

23. General

23.1 The Agreement is the whole agreement between us about its subject matter and replaces any earlier arrangement or understanding about it.

23.2 Each of us agrees it has not relied on any statement, promise or representation not in the Agreement, including in a proposal, audit, forecast, call or marketing material. This does not limit liability for fraud.

23.3 If a court finds any part of the Agreement invalid or unenforceable, the rest stays in force, and that part applies with the minimum change needed to make it valid. Not enforcing a right straight away does not give it up.

23.4 Nothing in the Agreement makes either of us the other’s partner or employee, or gives either authority to bind the other, except that we may act in your accounts and on your Site as the Agreement allows. No one else may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

23.5 Because we contract only with businesses, regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply to the Agreement. We send you these terms and the DPA with the Order Form, in a form you can store and print.

24. Law and courts

24.1 The Agreement, and any dispute or claim (including non-contractual ones) arising out of or in connection with it, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

25. Definitions

• Ad Platform: Google, Meta and any other advertising platform in your Order Form.
• Ad Spend: what an Ad Platform charges for your ads.
• Agreement: these terms, each Order Form and the DPA.
• Billing Month: each month starting on the day set by clause 8.3, and then on the same day of each later month (or the last day of a month without that day).
• Business Day: a day other than a Saturday, Sunday or bank holiday in England.
• Client Content: anything you, or anyone for you, give us to use in the Services.
• Deliverables: what we create specifically for you, such as your Site’s design, content and code, posts, ads, campaign plans and reports, but not Our Materials, Client Content or Third-Party Materials.
• DPA: our data processing agreement at https://padon.ai/dpa, which forms part of the Agreement.
• Founding Price: a reduced price your Order Form calls a founding price, stating the standard price it replaces.
• In writing: includes email.
• Monthly Services: the Services we provide for a monthly fee (the Monthly Fee) in your Order Form, as changed under clause 8.7 or 8.8.
• Order Form: a document setting out the Services you order, their fees and other agreed details, which becomes part of the Agreement under clause 2.
• Our Materials: the software, tools, templates, methods and know-how we own or use to serve clients generally, but not Deliverables.
• Project: one-off work in an Order Form, such as a website build.
• Setup Fee and Setup Work: a one-off fee in an Order Form, and the onboarding and any Site build it pays for.
• Site: a website we build, host or manage for you.
• Third-Party Materials: software, images and other material or services owned by someone else, including open-source software and website builders, that we use in or for the Services.
• we, us and our: the company named in clause 1.1, and anyone the Agreement is transferred to under clause 20.2.
• you and your: the business named as the client in the Order Form, by its legal name (and company number, if any).

Schedule 1: Websites

S1.1 We agree with you, in the Order Form, your Site’s pages, features and platform, such as Wix, WordPress or a custom build. We design and build it, write its content from Client Content and the Approved Facts, set up its forms and basic search settings, and add tracking if you also have the Ads Services. We then send it to you to approve, make the changes you reasonably ask for within the agreed scope, in up to two rounds unless your Order Form says otherwise, and put it live on your domain once you approve it and the domain is connected.

S1.2 Platform accounts. A Site on a third-party platform, such as Wix or a WordPress host, is built in an account in your name, which you pay for and to which you add us as a user. If we agree to build it in an account we hold, we move it to an account in your name when you ask, and in any case when the Agreement ends; if the platform does not allow that, we give you whatever export it allows.

S1.3 Checks. Before your Site goes live, we check it on phones and computers and test its speed, accessibility and forms. We do not certify that it complies with accessibility standards or any law, and its legal content, such as your privacy notice, is your responsibility.

S1.4 Fixes and changes. We fix defects in our own work on your Site free of charge at any time, unless someone else caused them, for example by changing the Site. For 30 days after go-live, we also make small adjustments you ask for free of charge. After that, changes are covered by any Monthly Service that includes your Site, such as Growth, within its scope; otherwise we quote first.

S1.5 Your domain stays registered in your name, and we never take ownership of it. You keep it renewed, and give us the DNS access, or make the DNS changes, we need.

S1.6 Unless your Order Form says so, the Websites Services exclude domain registration, email hosting, paid themes, plugins or apps (clause 11.6), online shops, photography, video and content in other languages.

S1.7 Hosting. Where your Order Form says we host your Site:

(a) we host it with our hosting provider, with an SSL certificate, and keep the software we are responsible for updated with security fixes;

(b) we aim to keep it available but cannot promise it will be uninterrupted or error-free, and we try to give notice of significant planned downtime;

(c) we keep backups so we can restore a recent working version;

(d) enquiries through its forms are emailed to the address you give us, and we keep records of them only as the DPA sets out; and

(e) hosting is a Monthly Service, for the fee in your Order Form or within a package, which you can end under clause 9.1; when it ends, clause 10.1(b) applies.

Schedule 2: Ads

Clause 6 also applies to the Ads Services.

S2.1 We manage ads on Google and Meta (Facebook and Instagram), and on other platforms only if your Order Form names them.

S2.2 Setup Work. We review your ad accounts or help you open them in your name, set up or check conversion tracking (clause 6.7), agree your goals, target areas and customers and first Spend Caps, and build your first campaigns, ads, keywords and audiences for your approval.

S2.3 Each month we:

(a) manage your campaigns, including budgets, bids, keywords, audiences, ads and creative, within your Spend Caps;

(b) write and test new ad copy, and make image ads from Client Content, licensed stock images or images we create;

(c) check your Ad Spend, campaigns and tracking at least three times a week; and

(d) send you a short report each week and a fuller one each month, showing for each ad account the costs the platform charged (without our fees), clicks, impressions and conversions, and what we changed and why.

S2.4 Unless your Order Form says so, the Ads Services exclude video production, landing pages or other website changes (unless you also have Schedule 1 or Growth), and managing your social media pages, posts, comments or messages.

Schedule 3: Content and SEO

The Content and SEO Services include GEO/AIO (Schedule 4).

S3.1 Setup Work. We review your Site’s technical health and search performance, research your customers’ searches and your competitors, connect Google Search Console and your analytics, and agree a content plan with you.

S3.2 Each month we:

(a) write 4 posts for your Site from the plan, unless your Order Form says otherwise, and publish them, or send them to you to publish if we lack access;

(b) make technical improvements to your Site where we have access, or list them for your developer;

(c) add and maintain structured data (schema markup) that helps search engines and AI assistants understand your business;

(d) improve existing pages;

(e) track your rankings and traffic for agreed searches, and do the GEO/AIO work in Schedule 4; and

(f) send you a monthly report.

S3.3 Posts using only Approved Facts go live after our own review; those with new claims wait for your approval (clauses 5.2 and 5.3). A post ready on time counts towards its month, even if publishing waits for your approval or access.

S3.4 We follow search engines’ published guidelines, and never buy links, create fake reviews or use other methods that break their spam policies.

S3.5 Unless your Order Form says so, the Content and SEO Services exclude link building, PR outreach, translation and managing your Google Business Profile.

Schedule 4: GEO/AIO

GEO/AIO is part of the Content and SEO Services and the Growth package; we do not sell it on its own.

S4.1 GEO/AIO is work to make it easier for AI assistants, such as ChatGPT, Gemini, Perplexity and Google’s AI Overviews, to find and understand your business, and to measure how often they mention or cite it. We:

(a) make your Site easy for AI assistants to read and cite, for example with structured data, clear answers to your customers’ questions, and the settings for AI crawlers you choose once we have explained the options;

(b) help keep your business details consistent across listings and profiles you control; and

(c) suggest other places where being mentioned would help, such as directories or industry sites.

S4.2 Tracking. We agree with you a set of questions your customers might ask. At least monthly, we put them to the AI assistants named in your Order Form, and report how often and how your business is mentioned or cited, and the sources they cite, where they show them.

Schedule 5: Growth

S5.1 The Growth package includes the Ads Services (Schedule 2), the Content and SEO Services with GEO/AIO (Schedules 3 and 4), a Site built or rebuilt as Setup Work with its hosting where your Order Form says so and ongoing changes (Schedule 1), and a monthly strategy call.

S5.2 Strategy call. Once each Billing Month, we hold a video call with you of up to 60 minutes, at an agreed time, to review results and agree priorities, and send you a written summary. We record a call only if you agree at its start. A missed or unbooked call does not carry over.

S5.3 The Setup Fee and Monthly Fee in your Order Form cover everything in this Schedule except Ad Spend.