Terms and Conditions

Effective date: July 2023

This page sets out the contract terms that apply to ongoing retainers with Ceol Digital. It forms part of, and should be read alongside, the proposal, statement of work, or retainer agreement you received at the start of your project, along with our general terms of business. Where an agreement sets out different cancellation terms, that agreement wins.

1Who this applies to

• All rolling, month to month retainers, including SEO, technical SEO, link acquisition and digital PR, content marketing, onpage SEO, paid search management, and web development retainers.
• Retainers that have been running for three (3) months or longer. At the three month point a retainer is rolling, meaning it continues month to month until it is properly cancelled under these terms.
• Any client of Ceol Digital who does not have a separate written agreement, signed by a director of Ceol Digital, that sets out different cancellation terms.
• Retainers that have not yet reached three months are governed by the minimum initial term recorded in the proposal or statement of work issued at the start of the engagement. This page deals with what happens once that initial period has passed.

2Notice of termination: 45 days

• A rolling retainer does not end the day you decide to stop. Either party may bring it to an end by giving 45 days’ written notice.
• Written means written. Notice must be sent by email to hello@ceoldigital.com with the subject line “Notice of Cancellation” and your business name, or by post to Ceol Digital, 6 Abbott’s Hill, Co. Cavan, Ireland.
• The clock starts the working day after we receive the notice, not the day you decide to cancel, and not the date you write the email. Notice cannot be backdated.
• A request to “wrap things up now”, “close the account this week”, or similar does not shorten the notice period. If you want the retainer to end on a specific date, serve the notice at least 45 days before that date.
• We will acknowledge notice in writing within two working days. If you have not had an acknowledgement within two working days, contact us again, because the notice may not have been received or logged. Until it is logged, it has not been served.
• If the 45 day period is served, we will continue working normally through it. Not wanting the work any more does not reduce the notice period.

3Fees and invoices during the notice period

• The retainer, and all fees, continue for the full notice period. The monthly retainer fee or fees covering each month (or part month) of the notice period remain payable in full, under the payment terms already agreed with you.
• Third party costs committed on your behalf before cancellation is served are payable by you. That includes premium link placements and editorial publications already ordered or published, content and copywriting commissioned from contractors, tool and platform licences, ad spend, and any hosting or development work in progress.
• Fees already paid are not refundable. They cover research, strategy, content production, outreach, placements, technical work and reporting that has been scheduled and delivered.
• The final invoice is raised on the last day of the notice period. It covers any remaining fees, plus any third party costs incurred up to that date.

4Clearing the account, handover, and access

• All invoices outstanding at the end of the notice period, including the final invoice, must be paid in full before the engagement is treated as complete.
• Until the account balance is zero, Ceol Digital may suspend further work and withhold deliverables, reporting, dashboards, data exports, and account handover.
• Account balances must be cleared before we release or transfer access, including analytics, Search Console, ad accounts, domains, hosting, CMS users, and any profiles or logins set up or administered by us during the retainer.
• Ownership of deliverables, content, and any intellectual property created under the retainer transfers to you on full payment of all sums due.

5Overdue and post-payment invoices

• Invoices are payable by the due date shown on the invoice. Where an invoice remains unpaid after its due date, the account is in arrears.
• We will issue a reminder at around 7 days overdue, and a formal notice of arrears at around 14 days overdue. Where an account is in arrears we may suspend all work immediately and without further notice. Suspension does not affect our right to be paid.
• Statutory interest on late payment applies to commercial accounts under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), currently 8 percentage points above the European Central Bank reference rate, along with fixed compensation for recovery costs. Charging it is standard commercial practice, not a personal matter.
• Where an account remains unpaid 30 days after the final invoice has fallen due, we may pass the debt to a collections agency or to our solicitors, and we may recover the reasonable costs of recovery from you.
• The same applies to invoices left unpaid after a retainer has ended. Ending a project does not clear the balance on it.

6Withdrawal of link and content assets where terms are not honoured

This section applies to clients who end a retainer owing money, or who end it other than in accordance with these terms. That includes stopping payment part way through a notice period, refusing to work through the notice period, or leaving post-payment invoices outstanding while continuing to hold the benefit of the work.

During a retainer, Ceol Digital builds link and citation assets on your behalf: guest posts, editorial placements, business citations, directory and profile listings, and managed content. Many of these sit on accounts, publisher relationships, outbound pipelines, and content portfolios that Ceol Digital owns, controls or administers. Those assets are part of our own working toolkit. They are made available to you, and maintained for you, for as long as the retainer and its payment obligations are honoured.

Where a client does not honour those obligations, Ceol Digital reserves the right, after first giving written notice and a final 14 day period to settle the balance, to:

• deactivate, unpublish or withdraw link placements, guest posts and editorial content that we created or administered on third party websites during the retainer;
• remove or reassign citation, directory and profile listings built on accounts and profiles that we control;
• withdraw access to reports, dashboards, tools, templates and assets supplied as part of the retainer; and
• recover the fair value of placements, content and work delivered but not paid for.

Two things are worth being clear about, because we would rather this clause never mattered:

• We will always tell you in writing before any of the above happens, and it will not happen where the balance is cleared inside that 14 day period. It is a remedy for non-payment, applied after notice, not an ambush.
• Where the account has been paid in full, this section does not give us any right to remove placements. Once you have paid for the work, the placements built for you stand, and we will not touch them.

7No guarantee of rankings or results

• Ceol Digital does not guarantee any specific ranking, position, traffic volume, lead volume, revenue, or search visibility outcome as part of a retainer.
• Search results are produced by Google and other third parties, using systems that change constantly and that nobody outside those companies controls. No agency can promise a position in them.
• The only circumstances in which a ranking, traffic, visibility or other results target is contractually promised is where that target is expressly given in writing at the outset of the project, is described in the signed proposal or statement of work as a guarantee, and is signed by a director of Ceol Digital. Anything less than that is not a guarantee.
• Estimates, forecasts, projections, audits, benchmark figures, case studies and examples of client results are illustrations of what the work is designed to achieve. They are not promises, and they are not terms of the contract.
• Anything said on a discovery call, in a pitch, in a deck, in an email, in a proposal summary, or in a messaging thread is not a guarantee unless it is written into the signed document referred to above.
• Where a guaranteed target has been given in writing at the outset, that guarantee is limited as set out in that document, and is void if the site, code, content or domain is changed by anyone other than us, if links are built by another supplier, if work is paused or withheld by you, if access or approvals are delayed, or if the site is affected by a penalty, a manual action, or an algorithmic update arising from factors outside our control.
• Timeframes are targets, not commitments. Search work is subject to crawling, indexing, competition and update cycles that we do not control.

8Where Ceol Digital ends the retainer

• We may end a retainer immediately, by written notice, where an invoice remains unpaid 30 days after its due date, where these terms are not honoured, where we are asked to carry out work that is unlawful or that breaches the terms of a search engine or advertising platform, where a client or their representative is abusive to our team, or where a client becomes insolvent or ceases to trade.
• Where we end a retainer for one of the reasons above, all outstanding fees become due immediately and the notice period does not apply. The obligations in sections 3, 4, 5 and 6 continue.
• We may also end a rolling retainer at any time on 45 days’ written notice, without giving a reason. Where we do, fees are payable only up to the last day of that notice period, and we will complete a full handover.

9Disputing an invoice

• If you believe an invoice is wrong, tell us in writing within 7 days of the invoice date, with the invoice number and the reason. We will look at it properly and respond in writing.
• The undisputed part of an invoice remains payable by its due date. A dispute does not suspend the payment of the rest of the invoice, or the running of a notice period.
• Invoices not disputed within 7 days are treated as accepted.

10Your statutory rights

• These terms apply to business to business retainers. Where a client is a consumer, nothing here excludes or limits any right that cannot lawfully be excluded under Irish or EU law, including cancellation rights under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013.
• Nothing in these terms is intended to prevent either party from making a genuine complaint or claim, or from taking genuine legal advice.

11How to cancel, step by step

1. Email hello@ceoldigital.com with the subject line “Notice of Cancellation”, and include your business name, the account or invoice reference, and the date you want the retainer to end.
2. Wait for our written acknowledgement within two working days. Keep the acknowledgement. It records the date the 45 days start.
3. Work continues, and fees continue, until the last day of the notice period.
4. We issue the final invoice on the last day of the notice period and complete a full reporting wrap up.
5. Once the balance is zero, we hand over access, data, assets and anything else in our care that belongs to you.

If you would simply like to pause, change the scope of, or reduce the spend on a retainer, talk to us first. Most retainer changes can be handled by written agreement without going through cancellation at all.

12Changes to these terms

• We may update these cancellation terms from time to time. Material changes will be notified to active clients by email at least 30 days before they take effect.
• The version that applies to your retainer is the version in force on the date your notice of cancellation is served.

13Governing law and contact

• These terms are governed by the laws of Ireland, and the Irish courts have exclusive jurisdiction over any dispute arising out of them. The terms are subject to Irish and EU law, including applicable data protection law.
• Any questions about these terms, or about a retainer you hold with us, should go to hello@ceoldigital.com, or through our contact page.

These cancellation terms and conditions are provided for clarity between Ceol Digital and its clients and do not constitute legal advice.