Terms of Service

The following capitalized terms shall have the meanings set forth below throughout this Agreement and all documents incorporated herein by reference.

1.1 “Agreement”

Refers to this Outline Partners Program Agreement in its entirety, including all schedules, appendices, order forms, pricing schedules, the Mutual Non-Disclosure Agreement executed during onboarding, and any written amendments mutually executed by the Parties from time to time.

1.2 “Partner”

The legally registered business entity — including but not limited to a marketing agency, web design firm, public relations firm, SEO consultancy, or individual freelancer operating through a registered business structure — that has applied for and been formally accepted into the Outline Partners program and that resells the Services to its own Clients under its own brand name.

1.3 “Provider”

Outline Technologies Limited, operating the Outline Partners white-label reseller program at outline.partners. The Provider is the entity that develops, manages, and delivers all Services and Deliverables under this Agreement. Contact: [email protected].

1.4 “Services”

The suite of white-label digital marketing services offered by the Provider, including Search Engine Optimization (SEO), Answer Engine Optimization (AEO), Generative Engine Optimization (GEO), AI Citation optimization, technical SEO audits, content strategy, local search optimization, and any additional related services made available to Partners by the Provider from time to time, as described in Section 3 and as confirmed in individual project briefs or order forms.

1.5 “Deliverables”

All reports, performance dashboards, written content, technical audits, keyword research documents, link-building outreach records, citation listings, optimization recommendations, data analyses, and any other tangible or digital outputs produced by the Provider in the course of performing the Services, which are provided to the Partner for delivery to the Partner's Clients under the Partner's own brand.

1.6 “Client”

Any third-party individual or entity that is a direct client of the Partner, to whom the Partner sells the Services (typically under the Partner's own brand), and whose project is submitted to the Provider via the briefing system. The Client has no direct contractual relationship with the Provider. The Provider has no knowledge of, and assumes no obligations toward, the Client except as required to perform the Services as instructed by the Partner.

1.7 “Confidential Information”

Any non-public information of a confidential or proprietary nature disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, and whether or not expressly designated as "confidential." This includes, without limitation: business plans, pricing structures, client lists, campaign performance data, methodologies, software, processes, trade secrets, financial information, personnel details, marketing strategies, technical specifications, and any information relating to either Party's operations or clients. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

1.8 “White-Label Materials”

All Deliverables and Partner-facing communications that have been branded exclusively with the Partner's own identity — including the Partner's logo, brand colours, contact information, and trade name — and which contain no reference to, branding of, or identifying information about Outline Technologies or Outline Partners.

1.9 “Intellectual Property”

All intellectual property rights, including without limitation: patents and patent applications, copyright and related rights, database rights, design rights, trade marks and service marks, trade names, domain names, rights in confidential information and know-how, trade secrets, rights in software and algorithms, and all other intellectual property rights, whether registered or unregistered, and all applications for and renewals or extensions of such rights, in any jurisdiction worldwide.

1.10 “Partner Data”

All data, content, materials, branding assets, access credentials, client briefs, project specifications, and other information provided by the Partner to the Provider for the purpose of enabling the Provider to perform the Services, including any personal data relating to the Partner's Clients or their end-users that may be shared as part of the briefing process.

2.1 Application Process

To join the Outline Partners program, an applicant must complete and submit the official online application form available at outline.partners. The application requires disclosure of the applicant's legal business name, registered jurisdiction, primary contact details, nature of business, estimated monthly service volume, and intended client industries. Upon submission, the Provider will conduct a review of the application, which may include due diligence, verification of business registration, and an assessment of operational fit. The Provider may contact the applicant to request additional information during this process.

2.2 Eligibility Criteria

To be eligible for approval, applicants must satisfy all of the following criteria at the time of application and on a continuing basis throughout the term of the Agreement:

• Legitimate Business Entity: The applicant must be a legally constituted business entity — including a limited company, partnership, sole trader operating under a registered trade name, or equivalent legal structure — capable of entering into binding commercial agreements in its jurisdiction.
• Non-Competitor Status: The applicant must not operate a white-label digital marketing fulfillment business that directly competes with the Provider's wholesale service model. This assessment is made at the Provider's sole reasonable discretion. Agencies that use third-party fulfillment for their own clients are not considered competitors.
• Operational Capacity: The applicant must demonstrate the capacity to manage client relationships, communicate project requirements accurately, and deliver briefings in the format required by the Provider's system.
• Good Standing: The applicant must not be subject to insolvency proceedings, regulatory sanctions, or legal judgments that could impair its ability to fulfill its obligations under this Agreement.
• No Conflicting Obligations: The applicant must not be subject to contractual obligations with third parties that would prevent it from entering into or fulfilling this Agreement.

2.3 Acceptance and Binding Effect

The Provider will notify the applicant of its acceptance or rejection via email to the primary contact address provided in the application, typically within five (5) business days of a complete submission. Acceptance is at the Provider's sole discretion. Upon the Provider's formal written acceptance and the Partner's acknowledgement of this Agreement (whether by electronic signature, confirmation email, or commencement of the onboarding process), this Agreement becomes legally binding on both Parties and the relationship of Provider and Partner is established.

2.4 Right to Decline

The Provider reserves the absolute right to decline any application, without being required to provide a reason for doing so. This right extends to applications from entities that otherwise appear to meet the stated eligibility criteria. Declining an application creates no liability on the part of the Provider. The Provider further reserves the right to revoke acceptance and terminate the Agreement in accordance with Section 15 if it subsequently determines that an accepted Partner no longer meets the eligibility criteria or has provided materially inaccurate information in its application.

3.1 Nature of the Program

Outline Partners is a wholesale white-label fulfillment program. The Provider acts as a silent, expert delivery partner — operating entirely in the background — while the Partner presents the completed work to its Clients under its own brand. The Provider does not seek, and will not accept, any direct commercial relationship with the Partner's Clients. The Partner remains the sole and exclusive face of the service to its Clients.

3.2 Available Services

The Provider currently offers the following services within the Outline Partners program:

• Search Engine Optimization (SEO): Comprehensive on-page optimization, technical SEO auditing and remediation, structured data implementation, keyword research and mapping, content gap analysis, competitor benchmarking, link-building strategy and execution, and monthly performance reporting.
• Answer Engine Optimization (AEO): Optimization of content, structured data, and entity associations to improve visibility in AI-generated answers on platforms including Google AI Overviews, ChatGPT, Perplexity, and similar systems. Includes FAQ schema implementation, entity disambiguation, and AI snippet targeting.
• Generative Engine Optimization (GEO): Strategic positioning of a Client's brand, content, and authority signals to improve citation frequency and sentiment in large language model outputs and generative AI search surfaces.
• AI Citation Services: Identification, creation, verification, and ongoing management of structured and unstructured citations across directories, knowledge bases, and data aggregators. Includes duplicate removal, NAP consistency audits, and AI-specific citation signal building.
• Additional Services: The Provider may introduce further services from time to time. New service offerings will be communicated to Partners and will be governed by this Agreement unless a separate addendum is executed.

3.3 Service Delivery Process

Services are delivered through a structured workflow. The Partner submits a detailed client brief through the Provider's designated briefing system (currently delivered via a secure online portal or structured email format, as directed by the Partner's Account Manager). The brief must contain all information necessary for the Provider to perform the Services without needing to contact the Client directly. Upon receipt of a complete and approved brief, the Provider will confirm the scope, timeline, and pricing for the engagement. The Provider will then execute the Services and deliver White-Label Materials to the Partner for onward presentation to the Client.

3.4 Account Management

Each approved Partner is assigned a dedicated Account Manager who serves as the primary point of contact for all service-related communications. The Account Manager is responsible for: coordinating project scoping, managing brief intake, communicating delivery timelines, providing progress updates, handling revision requests, and escalating quality or technical issues. The Partner should direct all operational queries to its Account Manager rather than to general inboxes.

4.1 Onboarding Timeline

Following formal acceptance into the program, the Provider will initiate the onboarding process. Standard onboarding is completed within two (2) to three (3) business days, subject to the Partner's timely provision of required information and participation in the onboarding call. Delays caused by the Partner's failure to respond promptly or supply required materials do not extend the Provider's obligations under this Agreement.

4.2 Onboarding Components

During onboarding, the Partner will receive and be assisted with the following:

• Mutual Non-Disclosure Agreement: A formal mutual NDA will be provided for review and countersignature. Execution of the NDA is a prerequisite to the commencement of any Services. The NDA formalizes and supplements the confidentiality obligations set out in Section 9 of this Agreement.
• Brief Templates: Standardized brief templates for each service category — SEO, AEO, GEO, and AI Citation — will be provided. These templates are designed to ensure that Partners supply all information the Provider requires to deliver the Services without any need to contact the Client directly.
• White-Label Report Setup: The Provider will configure its reporting templates to incorporate the Partner's branding assets, including logos, brand colours, and contact details. The Partner must supply branding assets in high-resolution digital formats (SVG or PNG at minimum 300 DPI). This setup ensures that all Deliverables presented to the Partner are consistently branded.
• Account Manager Introduction: The Partner will be formally introduced to its dedicated Account Manager, including direct contact details and an outline of the Account Manager's role, availability, and preferred communication channels.
• Onboarding Call: A scheduled video or telephone call will be conducted with the Account Manager, covering: a walkthrough of the briefing system; an explanation of the service delivery workflow; a review of pricing tiers and payment procedures; an overview of white-label reporting capabilities; and an open question-and-answer session for the Partner to clarify any aspect of the program.

4.3 Purpose and Expectations

Onboarding is designed to equip the Partner with the knowledge, tools, and relationships necessary to confidently resell the Services to its Clients from day one. The Provider expects Partners to engage actively with the onboarding process. A Partner that fails to participate meaningfully in onboarding may experience delays in service commencement, for which the Provider bears no responsibility.

The Provider undertakes the following obligations in the performance of Services under this Agreement:

5.1 Timely Delivery

The Provider shall use commercially reasonable efforts to deliver all Services and associated Deliverables within the timelines mutually agreed upon for each specific project or campaign, as confirmed in writing following brief review. Where an agreed delivery date cannot be met due to circumstances within the Provider's control, the Provider shall notify the Partner as soon as reasonably practicable and shall propose a revised timeline. The Provider shall not be liable for delays caused by incomplete or inaccurate briefs submitted by the Partner, or by the Partner's failure to respond promptly to queries from the Account Manager.

5.2 Quality Standards

All Services shall be performed in a professional and workmanlike manner, consistent with industry best practices for digital marketing and search optimization as they exist at the time of delivery. The Provider shall ensure that personnel assigned to Partner projects possess the skills and knowledge appropriate to the service type. Deliverables shall be accurate, coherent, and fit for the purpose of resale to the Partner's Clients.

5.3 Application of Partner Branding

The Provider shall apply the Partner's branding — including logos, colour schemes, fonts, trade name, and contact information — to all White-Label Materials and Deliverables intended for the Partner's Clients. No branding, logos, watermarks, metadata, or any other identifying information belonging to Outline Technologies or Outline Partners shall appear on any material delivered to the Partner for Client presentation, except where the Partner has explicitly requested otherwise in writing.

5.4 No Direct Client Contact

The Provider shall not, under any circumstances, directly contact, communicate with, or approach the Partner's Clients, whether by email, telephone, social media, direct mail, or any other medium, without the prior explicit written authorization of the Partner for that specific communication. All service-related communications relating to a Client's project shall be conducted exclusively through the Partner or through channels designated by the Partner in writing.

5.5 Preservation of Anonymity

The Provider shall maintain complete operational anonymity with respect to the Partner's Clients. The Provider shall not, in any circumstances, reveal to a Client that Outline Technologies or Outline Partners is involved in the delivery of the Services. This obligation extends to all written communications, metadata embedded in documents, digital signatures, outreach emails sent on the Client's behalf, technical signatures in website code, and any other medium through which the Provider's identity could be inferred. The Provider shall take reasonable technical precautions to ensure that Outline Technologies is not identifiable from any deliverable presented to a Client.

5.6 Resource Allocation

The Provider shall allocate sufficiently skilled personnel and appropriate tools and technology to deliver the Services at the agreed standard within the agreed timeframe. The Provider may use subcontractors or specialist freelancers to fulfill specific elements of the Services, provided that all such third parties are bound by confidentiality obligations at least as protective as those in this Agreement and that the use of such third parties does not compromise the quality or timeliness of the Deliverables.

The Partner undertakes the following obligations throughout the term of this Agreement:

6.1 Accurate Client Briefs

The Partner shall provide the Provider with complete, accurate, and timely client briefs for each project. Briefs must contain all information required for the Provider to deliver the Services without needing to contact the Client directly, including: the Client's business objectives, target audience and geographic markets, existing digital assets and access credentials, current performance baselines, specific campaign goals, and any constraints or exclusions relevant to the engagement. The Partner acknowledges that the quality, accuracy, and completeness of the Services is directly and materially dependent on the quality of the information provided in the brief. The Provider shall not be liable for deficiencies in Deliverables arising from inaccurate, incomplete, or misleading briefs.

6.2 Timely Payment

The Partner shall pay all invoices issued by the Provider within the timeframes specified in Section 7. Timely payment is a material obligation. Persistent late payment may be treated as a material breach and may result in suspension of Services or termination of the Agreement in accordance with Section 15.

6.3 Honest Representation to Clients

The Partner shall not make representations to its Clients regarding the nature, scope, guaranteed outcomes, or capabilities of the Services that are inconsistent with the capabilities of the Provider as communicated during onboarding and in relevant documentation. In particular, the Partner shall not guarantee to its Clients specific search rankings, traffic volumes, citation appearances, or AI-generated mentions, as no such guarantees can be given.

6.4 No Misappropriation of Provider Methodologies

The Partner may represent the Deliverables as its own work product and present them under its own brand. However, the Partner shall not publicly claim to have independently developed the underlying methodologies, proprietary tools, or strategic frameworks that the Provider uses to deliver the Services, nor shall it resell access to these methodologies or systems as standalone products without the Provider's prior written consent.

6.5 Partner-Client Agreements

The Partner is solely responsible for establishing and maintaining comprehensive contractual agreements with its own Clients. These agreements must adequately address: service scope and expectations, payment terms and refund policy, limitations on liability, intellectual property ownership of deliverables, data processing and privacy obligations, and disclaimer of performance guarantees consistent with Section 10 of this Agreement. The Provider is not and shall not be made a party to any agreement between the Partner and its Clients.

6.6 Legal and Regulatory Compliance

The Partner shall ensure that its business operations, marketing activities, and the manner in which it resells the Services to its Clients comply with all applicable laws, regulations, and industry codes in the jurisdictions in which it operates, including data protection legislation, consumer protection laws, advertising standards, and anti-spam regulations.

6.7 Supply of Branding Assets

The Partner shall provide all necessary branding assets in formats and resolutions suitable for professional report production and digital delivery. The Partner warrants that it owns or holds a valid license to all branding assets it provides and that their use by the Provider for the purposes of this Agreement does not infringe any third party's rights.

7.1 Wholesale Pricing Structure

The Partner pays the Provider at wholesale rates, as set out in the Provider's current pricing schedule communicated during onboarding. Pricing is per engagement or per service unit, as specified for each project type. There are no monthly platform fees, subscription charges, or access fees for participation in the Outline Partners program. The Partner pays only for Services ordered and delivered. The Partner is solely responsible for determining its own retail prices charged to its Clients and for managing its own profit margins.

7.2 Pricing Confirmation

The wholesale price for each project will be confirmed in writing (via email or within the briefing system) before work commences. No work will begin without a confirmed brief and an agreed price, unless the parties have previously agreed to a standing arrangement for a particular Client or service type.

7.3 Invoicing

The Provider will issue invoices to the Partner upon project commencement, upon delivery of agreed milestones, or on a recurring monthly basis for ongoing retainer-type engagements, as agreed for each project. Invoices will clearly itemize the services being charged for and will be issued to the billing contact designated by the Partner during onboarding.

7.4 Payment Terms

All invoices are due and payable within fourteen (14) calendar days of the invoice date ("Net 14") unless alternative payment terms have been agreed in writing. Payment shall be made in pounds sterling (GBP) unless an alternative currency is agreed in writing. Acceptable payment methods include bank transfer (BACS/CHAPS/SWIFT) and such other electronic payment methods as the Provider may accept from time to time.

7.5 Late Payment Interest

If any invoice is not paid by its due date, the Provider reserves the right to charge statutory interest on the overdue amount at a rate of eight percent (8%) per annum above the Bank of England base rate, calculated daily from the due date until the date of full payment, whether before or after any judgment. The Provider also reserves the right to recover reasonable debt recovery costs in accordance with applicable law. The imposition of interest does not limit any other right or remedy available to the Provider for non-payment.

7.6 Suspension for Non-Payment

Without prejudice to any other rights or remedies, if the Partner fails to pay any invoice by its due date, the Provider may suspend all active and pending Services after providing the Partner with at least three (3) business days' written notice of its intention to do so. The Provider shall not be liable for any loss or damage suffered by the Partner or the Partner's Clients as a result of a suspension arising from the Partner's non-payment. Services will be resumed promptly upon receipt of all outstanding amounts including accrued interest.

7.7 No Platform or Access Fees

The Provider confirms that participation in the Outline Partners program is free of platform fees, access charges, subscription fees, or minimum monthly commitments unless explicitly agreed in a separate written arrangement. Partners are under no obligation to place a minimum volume of work in any given period.

7.8 Pricing Changes

The Provider reserves the right to revise its wholesale pricing schedule at any time, provided that at least thirty (30) days' prior written notice is given to active Partners before any revised rates take effect. Price changes will not apply to projects that have already been confirmed and scoped prior to the effective date of the price revision.

8.1 Provider's Retained IP

All Intellectual Property Rights in the Provider's underlying methodologies, frameworks, proprietary tools, software, algorithms, templates (other than templates incorporating the Partner's brand elements), databases, know-how, processes, and any other pre-existing or independently developed materials used by the Provider in delivering the Services ("Provider IP") remain the sole and exclusive property of the Provider. Nothing in this Agreement shall be construed as an assignment or transfer of any Provider IP to the Partner. The Provider IP constitutes the Provider's trade secrets and Confidential Information and must be treated as such by the Partner.

8.2 Partner's Retained IP

All Intellectual Property Rights in the Partner's brand assets — including trademarks, service marks, logos, brand names, domain names, and trade dress — and in any data, content, or materials supplied by the Partner to the Provider ("Partner IP") remain the sole and exclusive property of the Partner or its licensors. The Partner grants the Provider a limited, non-exclusive, royalty-free licence to use the Partner IP solely for the purposes of performing the Services and producing White-Label Materials during the term of this Agreement. This licence terminates automatically upon termination or expiration of the Agreement.

8.3 Ownership and Licence in Deliverables

Subject to the Partner's payment in full of all amounts due in respect of a particular project, the Provider grants the Partner a non-exclusive, worldwide, perpetual, sublicensable licence to use, reproduce, modify, distribute, and present the White-Label Materials and Deliverables produced for that project, solely for the purpose of delivering those Deliverables to the specific Client for whom they were created and for that Client's legitimate internal business purposes. This licence does not constitute an assignment of the Deliverables. The Provider retains all Intellectual Property Rights in the Provider IP embedded in or used in the creation of the Deliverables. The Partner is responsible for ensuring that its agreements with its Clients establish appropriate rights for the Client's use of the Deliverables consistent with this licence.

8.4 No Reverse Engineering

The Partner shall not, and shall ensure that its personnel and Clients do not, reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, underlying ideas, algorithms, or methodologies of any Provider IP, tools, or software used in the delivery of the Services. Any attempt to do so constitutes a material breach of this Agreement.

8.5 Third-Party Materials

Where Deliverables incorporate third-party licensed materials — including stock images, data feeds, licensed software outputs, or publicly available data sets — the Provider will ensure it has obtained appropriate rights to include such materials. The Provider will notify the Partner of any material restrictions on the use of third-party components in Deliverables where such restrictions are reasonably likely to affect the Partner's ability to deliver the Deliverables to its Clients.

9.1 Mutual NDA

As a condition precedent to the commencement of any Services, the Parties shall execute a separate mutual Non-Disclosure Agreement, a template of which is provided during onboarding. That NDA is incorporated by reference into this Agreement and its terms supplement and, to the extent of any conflict, prevail over this Section 9. The mutual NDA governs the handling of all Confidential Information exchanged between the Parties in connection with the program.

9.2 Confidentiality Obligations

Each Receiving Party agrees, in respect of the Disclosing Party's Confidential Information, to: (a) hold it in strict confidence using at least the same degree of care it applies to its own confidential information of equivalent sensitivity, but in no event less than reasonable care; (b) use it solely for the purpose of performing its obligations or exercising its rights under this Agreement; (c) restrict access to it to employees, contractors, and agents who have a legitimate need to know for purposes of this Agreement and who are bound by written confidentiality obligations no less protective than those in this Agreement; and (d) return or securely destroy it upon the request of the Disclosing Party or upon termination of this Agreement, subject to any mandatory legal retention obligations.

9.3 Protection of the Partner's Client List

The Provider acknowledges that the Partner's client list, client contact details, and any information identifying the Partner's Clients constitute the Partner's most sensitive Confidential Information and represent a core element of its business. The Provider expressly agrees that it shall not, at any time during or after the term of this Agreement, use such information for any purpose other than the performance of the Services as directed by the Partner. The Provider shall implement technical and organizational measures appropriate to the sensitivity of such information.

9.4 Provider's Non-Solicitation of the Partner's Clients

During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration for any reason, the Provider shall not, directly or indirectly, for itself or on behalf of any third party: (a) solicit, market to, or approach any Client of the Partner with whom the Provider had direct or indirect contact or knowledge as a result of the performance of Services under this Agreement; (b) engage in a commercial relationship with any such Client for the provision of digital marketing services of any kind that are similar to or in competition with the Services provided under this Agreement; or (c) induce or attempt to induce any such Client to reduce or terminate its relationship with the Partner.

9.5 Partner's Non-Solicitation of Provider Personnel

During the term of this Agreement and for twelve (12) months following its termination or expiration, the Partner shall not, directly or indirectly, solicit, recruit, or encourage any employee or independent contractor of the Provider who was involved in delivering the Services to the Partner, to terminate their relationship with the Provider and join the Partner or any entity associated with the Partner.

9.6 Injunctive Relief

Each Party acknowledges that a breach of the obligations in this Section 9 would cause irreparable harm to the non-breaching Party for which an award of monetary damages alone would be an inadequate remedy. Accordingly, each Party agrees that the non-breaching Party shall be entitled to seek emergency injunctive relief or specific performance from a court of competent jurisdiction without the need to prove actual damages, and without prejudice to any other rights or remedies available under this Agreement or applicable law.

10.1 Nature of Digital Marketing Services

The Partner expressly acknowledges and accepts that the effectiveness of SEO, AEO, GEO, AI Citation, and related digital marketing services is inherently subject to external factors outside the Provider's knowledge or control. These include, without limitation: changes to search engine ranking algorithms (including Google, Bing, and others); changes to the indexing, citation, and response-generation practices of large language models and AI search platforms (including ChatGPT, Perplexity, Google Gemini, Claude, and others); competitor activities; changes in consumer search behavior; the Client's own content, products, and services; website technical issues not caused by the Provider; social media platform policy changes; third-party directory and data aggregator decisions; and broader macroeconomic or market conditions.

10.2 Provider's Commitment

Notwithstanding the limitations described in this Section, the Provider commits to performing all Services: (a) in accordance with current industry best practices for digital marketing and search optimization; (b) using skilled, experienced, and appropriately trained personnel; (c) applying the Provider's proprietary methodologies with reasonable care and diligence; and (d) in good faith pursuit of the objectives set out in the Partner's brief. The Provider will apply its expertise to maximize the likelihood of positive outcomes, and where results are below expectations, the Account Manager will discuss strategic adjustments with the Partner.

10.3 No Guarantee of Specific Outcomes

Notwithstanding the Provider's commitment to best-practice delivery, the Provider expressly does not guarantee, warrant, or represent that the Services will achieve any specific: search engine ranking position for any particular keyword or group of keywords; volume of organic search traffic; frequency or prominence of AI-generated citations or mentions; domain authority score; click-through rate; conversion rate; revenue outcome; or any other measurable performance metric. Any projections, estimates, or forecasts provided by the Provider are offered in good faith as illustrative guidance only and do not constitute warranties or binding commitments.

10.4 Partner's Obligation to Clients

The Partner shall ensure that its own agreements and representations to its Clients accurately reflect the limitations described in this Section 10. The Partner shall not guarantee specific outcomes to its Clients in a manner inconsistent with this Section. Any claims arising from performance guarantees made by the Partner to its Clients, beyond those expressly agreed by the Provider, are solely the Partner's responsibility and the Partner shall indemnify the Provider in respect of such claims in accordance with Section 14.

11.1 Roles of the Parties

To the extent that the Partner shares personal data with the Provider in the course of delivering client briefs, project files, or other materials — including data relating to the Partner's Clients or their end-users — the Parties agree that: the Partner acts as the controller (or processor, if the Partner itself is processing on behalf of a data controller) within the meaning of applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR 2016/679), and any successor or supplementary legislation; and the Provider acts as a processor (or sub-processor) in respect of that personal data.

11.2 GDPR Article 28 Obligations

As a data processor, the Provider shall, in relation to all personal data processed on the Partner's behalf:

• Process such personal data only on the documented instructions of the Partner, unless required to do otherwise by applicable law (in which case the Provider shall notify the Partner before such processing, unless prohibited by law);
• Ensure that all personnel authorized to process the personal data have committed to appropriate confidentiality obligations;
• Implement appropriate technical and organizational security measures to protect the personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, having regard to the state of the art, costs, and the nature, scope, context, and purposes of processing;
• Not engage any sub-processor without the Partner's prior written authorization (general or specific); where general authorization is granted, notify the Partner of intended changes to sub-processors, providing the Partner a reasonable opportunity to object;
• Assist the Partner, to the extent reasonably practicable and taking into account the nature of the processing, in responding to data subject access requests and in fulfilling its obligations under Articles 32 to 36 of the applicable GDPR;
• At the Partner's election, securely delete or return all personal data upon termination of Services, and delete all existing copies unless applicable law requires their retention;
• Provide the Partner with all information reasonably necessary to demonstrate the Provider's compliance with its obligations as a processor, and cooperate with and contribute to audits conducted by the Partner or a mandated auditor, subject to reasonable advance notice and confidentiality obligations.

11.3 Data Processing Agreement

Where the Partner requires a formal Data Processing Agreement (DPA) compliant with GDPR Article 28 — including for Partners established in the European Economic Area or those whose Clients are subject to EU or UK data protection law — the Provider will execute a DPA with the Partner upon request. The DPA will include provisions addressing: the subject matter, duration, nature, and purpose of the processing; the types of personal data and categories of data subjects; the obligations and rights of the controller; subprocessor arrangements; security schedules; and provisions for international data transfers where applicable, including standard contractual clauses or UK IDTA as appropriate.

11.4 Minimization of Personal Data

The Partner is encouraged to minimize the personal data included in client briefs and project files, sharing only what is strictly necessary for the Provider to perform the Services. The Provider does not require access to end-user personal data in the majority of SEO, AEO, GEO, or AI Citation projects. Where access to analytics platforms or search console accounts is required, the Partner should, where possible, grant view-only access through its own analytics accounts rather than sharing end-user data directly.

12.1 Provider's Representations and Warranties

The Provider represents and warrants to the Partner that, as of the Effective Date and throughout the term of this Agreement:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
• It has the full legal authority, power, and capacity to enter into this Agreement and to perform its obligations hereunder;
• This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms;
• The performance of its obligations under this Agreement does not conflict with any other agreement, obligation, law, regulation, or judicial order to which it is subject;
• It will perform the Services in compliance with all applicable laws and regulations;
• The Provider IP and methodologies used in delivering the Services do not, to its knowledge, infringe the Intellectual Property Rights of any third party; and
• It maintains appropriate professional indemnity and/or errors and omissions insurance coverage of a level consistent with its obligations under this Agreement.

12.2 Partner's Representations and Warranties

The Partner represents and warrants to the Provider that, as of the Effective Date and throughout the term of this Agreement:

• It is a legitimate, legally constituted business entity, duly organized and validly existing under the laws of its jurisdiction of operation;
• It has the full legal authority, power, and capacity to enter into this Agreement and to perform its obligations hereunder;
• This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms;
• The performance of its obligations under this Agreement does not conflict with any other agreement, obligation, law, regulation, or judicial order to which it is subject;
• The branding assets and other materials it provides to the Provider do not infringe the Intellectual Property Rights, privacy rights, or other rights of any third party;
• It will conduct its business in compliance with all applicable laws and regulations, including data protection, consumer protection, and advertising standards; and
• It will not use the Services or the Deliverables for any unlawful purpose or in any manner that violates the rights of any third party.

12.3 Disclaimer of Other Warranties

Except for the representations and warranties expressly stated in this Section 12, the Services and Deliverables are provided "as is" and "as available." Neither Party makes any other representations or warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of results, to the maximum extent permitted by applicable law.

13.1 Aggregate Liability Cap

To the maximum extent permitted by applicable law, each Party's total aggregate liability to the other Party arising out of or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees actually paid or payable by the Partner to the Provider under this Agreement during the three (3) calendar months immediately preceding the event or the first in a series of related events giving rise to the claim.

13.2 Exclusion of Consequential and Indirect Loss

To the maximum extent permitted by applicable law, in no event shall either Party be liable to the other Party for any of the following categories of loss, whether direct or indirect, and whether or not such Party was advised of the possibility of such loss:

• Loss of profits, revenue, or anticipated savings;
• Loss of business or business opportunity;
• Loss of contracts, customers, or goodwill;
• Loss of or damage to data or information;
• Wasted management time or overhead;
• Any indirect, incidental, special, exemplary, punitive, or consequential loss or damage of any kind whatsoever.

13.3 Exceptions to Limitations

The limitations of liability set out in this Section 13 shall not apply to:

• Any liability arising from a Party's fraud, fraudulent misrepresentation, or wilful misconduct;
• Any liability that cannot be excluded or limited by applicable law (including, without limitation, liability for death or personal injury caused by negligence);
• The Partner's obligation to pay fees due under Section 7;
• A Party's indemnification obligations under Section 14 in respect of third-party claims; or
• A breach of the confidentiality obligations in Section 9, where the limitation on consequential loss shall continue to apply but the aggregate cap shall be increased to the higher of (i) twelve (12) months' fees paid in the preceding period or (ii) £50,000.

13.4 Mitigation

Each Party shall take reasonable steps to mitigate any loss or damage it suffers, including any loss or damage in respect of which it may be entitled to claim against the other Party under this Agreement.

14.1 Provider's Indemnification

The Provider shall defend, indemnify, and hold harmless the Partner and its officers, directors, employees, and agents from and against any third-party claim, action, proceeding, loss, damage, cost, and reasonable legal fees and expenses ("Losses") to the extent arising from or related to: (a) the Provider's material breach of this Agreement; (b) the Provider's violation of any applicable law or regulation; (c) any allegation that the White-Label Deliverables, as produced and delivered by the Provider and used by the Partner in accordance with this Agreement, infringe or misappropriate any third party's Intellectual Property Rights (subject to the carve-outs below); or (d) any personal data breach caused directly by the Provider's failure to maintain required security standards.

The Provider's indemnification obligation in respect of intellectual property infringement shall not apply where the alleged infringement arises from: (i) the Partner's modification of the Deliverables beyond what was delivered; (ii) the combination of the Deliverables with materials not supplied or approved by the Provider; or (iii) content, data, or instructions supplied by the Partner or its Clients.

14.2 Partner's Indemnification

The Partner shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, and agents from and against any Losses to the extent arising from or related to: (a) the Partner's material breach of this Agreement; (b) the Partner's violation of any applicable law or regulation; (c) any claim by a Client arising from representations, warranties, or guarantees made by the Partner to the Client that exceed or contradict the Provider's written commitments; (d) content, instructions, data, branding assets, or other materials supplied by the Partner or its Clients, including any Intellectual Property infringement arising therefrom; (e) the Partner's fraud, misrepresentation, or wilful misconduct; or (f) the Partner's failure to comply with applicable data protection laws in relation to Client or end-user personal data under the Partner's control.

14.3 Procedure

The following procedure shall apply to all indemnification claims under this Section 14: (a) the indemnified Party shall provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought, provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure; (b) the indemnifying Party shall have the right to assume sole control of the defense and settlement of the claim at its own expense, using counsel of its choosing; (c) the indemnified Party shall cooperate fully with the indemnifying Party in the defense and shall provide such assistance as is reasonably requested; and (d) no settlement shall be agreed that imposes any financial obligation, non-monetary obligation, or admission of liability or fault on the indemnified Party without that Party's prior written consent.

15.1 Term

This Agreement commences on the Effective Date and continues indefinitely until terminated in accordance with this Section 15, unless a fixed initial term is specified in a separate written arrangement agreed between the Parties.

15.2 Termination for Convenience

Either Party may terminate this Agreement for any reason or no reason by giving the other Party not less than thirty (30) calendar days' prior written notice. Termination for convenience shall not affect any projects already in progress at the date notice is given, which the Provider shall continue to complete and the Partner shall continue to pay for, unless both Parties agree otherwise in writing.

15.3 Termination for Material Breach

Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy it within thirty (30) calendar days of receiving written notice specifying the breach and requiring its remedy; (b) the other Party commits a material breach that is incapable of remedy; (c) the other Party fails to pay any amount due under Section 7 and fails to remedy such failure within seven (7) business days of written notice (non-payment being deemed a material breach); or (d) the other Party commits a serious or repeated breach of the confidentiality obligations in Section 9 or the non-solicitation obligations therein.

15.4 Termination for Insolvency

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) becomes insolvent or unable to pay its debts as they fall due; (b) makes a general assignment for the benefit of creditors; (c) enters into administration, receivership, liquidation, or any analogous proceeding; or (d) ceases or threatens to cease business operations.

15.5 Effects of Termination

Upon termination or expiration of this Agreement for any reason:

• All rights and licences granted under this Agreement terminate immediately, save as expressly stated to survive;
• The Partner shall pay all outstanding invoices within fourteen (14) days of the termination date;
• The Provider shall, within thirty (30) days of the termination date and upon the Partner's written request (and subject to receipt of all outstanding payments), provide a commercially reasonable export of all Partner Data and project files in a commonly used electronic format;
• Following such export, the Provider shall securely delete or destroy all Partner Data and personal data processed on the Partner's behalf, unless retention is required by applicable law or regulatory obligation, and shall certify such deletion in writing upon the Partner's request;
• Each Party shall return or destroy all Confidential Information of the other Party in its possession, subject to any mandatory legal retention requirements; and
• The Partner's licence to use White-Label Materials and Deliverables delivered and paid for prior to termination shall survive termination in accordance with Section 8.3.

15.6 Survival

The following Sections shall survive termination or expiration of this Agreement for any reason: Section 1 (Definitions), Section 8 (Intellectual Property — Provider's retained IP and the surviving licence for paid Deliverables), Section 9 (Confidentiality and Non-Solicitation — for the periods specified therein), Section 10 (No Performance Guarantee), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15.5 (Effects of Termination), Section 16 (Governing Law), and Section 17 (General Provisions).

16.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to it — including any question regarding its existence, validity, formation, interpretation, performance, breach, or termination — shall be governed by and construed in all respects in accordance with the laws of England and Wales, without regard to any conflict of law rules that might otherwise direct the application of a different system of law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

16.2 Good-Faith Resolution

In the event of any dispute or disagreement arising under or in connection with this Agreement, the Parties shall first attempt to resolve the matter amicably through good-faith negotiation. Either Party may trigger this process by providing written notice of the dispute to the other Party's primary contact, setting out the nature of the dispute and the resolution sought. The Parties shall then use reasonable efforts to negotiate a mutually acceptable resolution within twenty-one (21) calendar days of such notice (or such longer period as the Parties may agree in writing). This obligation to negotiate in good faith is a condition precedent to commencing formal dispute resolution proceedings, except in the case of claims for urgent injunctive or interim relief.

16.3 Binding Arbitration

If the Parties are unable to resolve a dispute through good-faith negotiation within the period specified in Section 16.2, the dispute shall be finally settled by binding arbitration under the rules of the London Court of International Arbitration (LCIA), as modified by this Section. The arbitration shall be conducted: (a) before a single arbitrator, unless the aggregate claim value exceeds £250,000, in which case three arbitrators shall be appointed; (b) in the English language; (c) seated in London, England; (d) in accordance with LCIA Rules current at the time of the notice of arbitration. The arbitral award shall be final and binding on both Parties and may be enforced in any court of competent jurisdiction. Each Party shall bear its own costs of the arbitration, unless the arbitral tribunal orders otherwise.

16.4 Interim Relief

Notwithstanding Section 16.3, either Party may seek urgent interim or emergency injunctive relief from the courts of England and Wales in circumstances where such relief is necessary to prevent irreparable harm pending the constitution of the arbitral tribunal. The courts of England and Wales shall have non-exclusive jurisdiction for such emergency relief purposes. The seeking of interim relief shall not be construed as a waiver of the obligation to arbitrate the underlying dispute.

17.1 Entire Agreement

This Agreement, together with the Mutual NDA executed during onboarding, all order forms, pricing schedules, and any written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, warranties, understandings, negotiations, and communications, whether oral or written, between the Parties in relation to that subject matter. No prior draft of this Agreement shall have any legal effect.

17.2 Amendments

No amendment, modification, or variation of this Agreement shall be effective unless it is made in writing and duly signed (including by electronic signature) by authorized representatives of both Parties. The Provider may update these Terms of Service from time to time, and will notify active Partners of any material changes with at least thirty (30) days' written notice. Continued participation in the program after the effective date of any amendment constitutes the Partner's acceptance of the revised terms.

17.3 Severability

If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, that provision shall be severed from the Agreement to the minimum extent necessary, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way. The Parties shall use reasonable efforts to replace any severed provision with a valid provision that, as closely as possible, achieves the same commercial and legal effect as the severed provision.

17.4 No Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any further or other exercise thereof or the exercise of any other right, power, or privilege. Any waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other provision.

17.5 No Agency Relationship

Nothing in this Agreement creates, and the Parties do not intend to create, a relationship of employer and employee, principal and agent, partnership, or joint venture between the Parties. The Provider is an independent contractor. Neither Party has the authority to bind the other Party to any obligation, contract, or commitment without the other Party's prior written consent. Neither Party shall represent itself as the agent, employee, or legal representative of the other Party.

17.6 Force Majeure

Neither Party shall be in breach of this Agreement or liable for any failure or delay in the performance of any of its obligations under this Agreement to the extent that such failure or delay arises from or is attributable to circumstances beyond that Party's reasonable control, including but not limited to: acts of God; natural disasters; acts of war, terrorism, riot, or civil disturbance; pandemic or public health emergency; actions or omissions of governmental or regulatory bodies; power outages or telecommunications failures attributable to third-party infrastructure providers; or denial-of-service attacks or other malicious third-party cyber incidents. The affected Party shall notify the other Party as soon as reasonably practicable of the relevant circumstances and their expected duration, shall take all reasonable steps to mitigate the impact, and shall resume performance as soon as reasonably practicable. If the force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected project or this Agreement by written notice without liability (other than for payment of any amounts already due).

17.7 Notices

All notices, demands, consents, requests, and other formal communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand to the other Party's registered address; (b) sent by email to the other Party's designated contact email address, provided that the sending Party retains a delivery confirmation or the receiving Party acknowledges receipt in writing; or (c) sent by internationally recognized courier service to the other Party's registered address. Notice to the Provider shall be sent to: [email protected]. Notice to the Partner shall be sent to the primary contact address provided in the Partner's application. Either Party may update its notice details by providing written notification to the other Party in accordance with this Section.

17.8 Assignment

Neither Party may assign, transfer, novate, sub-license, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Provider may assign its rights and obligations under this Agreement to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the Provider gives the Partner reasonable prior written notice of such assignment and the successor entity assumes all of the Provider's obligations under this Agreement in full.

17.9 Third Party Rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of this Agreement. The Parties may rescind or vary this Agreement without the consent of any third party.

17.10 Counterparts and Electronic Execution

This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures (whether by typed acceptance, DocuSign, HelloSign, or equivalent) shall be valid and binding for the purposes of this Agreement and shall be deemed equivalent to original ink signatures for all purposes.