Terms and Conditions

Last updated: January 2025

Carbonspark Ltd
Digital PR and Link Building Services

IMPORTANT NOTICE - PLEASE READ CAREFULLY
These Terms and Conditions constitute a legally binding agreement. By accessing our website, engaging our services, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use our website or engage our services.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, the following definitions apply:

"Agreement" collectively refers to these Terms and Conditions, the Privacy Policy, and any signed Service Agreement, Statement of Work, or Order Form executed between the Client and Carbon Spark. The constituent parts of the Agreement shall have the order of precedence as defined in Section 4.4.
"Client" or "you" means the business entity, company, sole trader, or commercial organisation engaging Carbon Spark's Services.
"Services" means the digital PR, link building, SEO, and related services provided by Carbon Spark as defined in the relevant service agreement or statement of work.
"Editorial Placement" means content featuring the Client that is published by an independent third-party publication.
"Publication" means any independent media outlet, news website, online publication, or editorial platform not owned, controlled, or operated by Carbon Spark.
"Business Day" means Monday to Friday excluding UK public holidays.
"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, financial data, client lists, media contacts, and proprietary methodologies.
"Intellectual Property Rights" means all patents, copyrights, trademarks, design rights, database rights, trade secrets, and other intellectual property rights, whether registered or unregistered.
"Reasonable Efforts" means the level of effort, care, and diligence that would be expected from a competent provider of digital PR services, taking into account industry standards and the specific circumstances of the engagement.
"Material Breach" means a breach that goes to the root of the Agreement, substantially depriving a party of the benefit they were entitled to receive, or a breach that cannot be remedied within a reasonable timeframe.

1.2 Interpretation

Unless the context requires otherwise:

References to "Carbon Spark", "we", "us", or "our" refer to Carbonspark Ltd (Company Number: 12779536)
Words in the singular include the plural and vice versa
References to any statute or statutory provision include any subordinate legislation and any amendment or re-enactment
Headings are for convenience only and do not affect interpretation

2. COMPANY INFORMATION

Carbonspark Ltd

Company Number: 12779536 (England and Wales)
VAT Number: GB387265163
Registered Office: The Accountancy Partnership, Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, England, E14 9NN
Email: [email protected]
Website: www.carbonspark.co.uk

3. BUSINESS-TO-BUSINESS SERVICES ONLY

3.1 Eligibility and Scope

Carbon Spark provides services exclusively to business clients, including limited companies, LLPs, sole traders, partnerships, charities, and public sector bodies operating in a commercial capacity. We do NOT provide services to consumers purchasing for personal, household, or family purposes.

3.2 Consumer Protection Exclusion

The Client acknowledges and agrees that:

Services are provided on a business-to-business basis only.
The Consumer Rights Act 2015 does NOT apply to this Agreement.
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do NOT apply, and there is NO automatic 14-day cooling-off period.
The Client is acting for purposes relating to their trade, business, craft, or profession.

3.3 Representation and Warranty

By engaging our Services, the Client represents and warrants that they are a business entity or sole trader operating commercially and have the authority to enter into this Agreement on behalf of their organisation.

4. ACCEPTANCE AND FORMATION OF CONTRACT

4.1 How the Contract is Formed

A binding contract is formed when ANY of the following occurs (whichever is earliest):

The Client signs a service agreement, statement of work, or order form
The Client makes payment for Services
We commence work on the Client's behalf following agreement
The Client provides materials or information indicating acceptance

4.2 Entire Agreement

This Agreement (consisting of these Terms, our Privacy Policy, and any signed service agreement, statement of work, or order form) constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous oral or written communications, proposals, and representations. The Client acknowledges that they have not relied on any statement, promise, or warranty that is not expressly set out in this written Agreement.

4.3 Marketing Language and Aspirational Statements

The Client acknowledges that marketing materials may use aspirational language common in digital marketing (e.g., "boost", "skyrocket", "dominate"). Such language represents potential outcomes and intended objectives, NOT guaranteed results, and does NOT form contractual commitments.

4.4 Order of Precedence

The documents comprising this Agreement will be interpreted in the following descending order of priority:

The signed service agreement, statement of work, or order form.
These Terms and Conditions.
The Privacy Policy.

In the event of any conflict or inconsistency between these documents, the terms of the document with the higher priority shall prevail.

5. SERVICES AND SERVICE DELIVERY

5.1 Scope of Services

Carbon Spark provides digital PR and link-building services. The specific scope, deliverables, timelines, and fees will be set out in a separate, signed service agreement or statement of work. The terms of that signed service agreement shall take precedence over this section in the event of any conflict.

5.2 Definition of Service Completion

The definition of when Services are considered delivered and complete shall be governed by the terms set out in the Client's signed service agreement. Service completion is based on the performance of activities, not the achievement of specific outcomes. Completion does NOT require:

Achievement of specific rankings, traffic, or revenue targets
Placement on any specific named publication
Any particular level of direct referral traffic
Specific business outcomes or ROI

5.3 Publication Selection and Editorial Independence

CRITICAL ACKNOWLEDGMENT: The Client explicitly acknowledges and agrees that:

Publications mentioned on our website, in marketing materials, or during consultations are EXAMPLES only, not guaranteed placements.
All publications are independent third parties with complete editorial control. Carbon Spark does NOT own, control, or employ journalists or publication staff.
Editorial decisions are made solely by publications. Placement depends on editorial calendars, content fit, news cycles, and journalist relationships.
Any placement secured as a result of our actions constitutes a part of the service delivery.

5.4 Link Attributes and Editorial Control

The Client acknowledges that publications determine all link attributes (e.g., dofollow/nofollow) and may edit, modify, or remove published content at any time according to their own policies. Carbon Spark is not liable for any such post-publication changes.

5.5 Timelines and Delays

All timelines provided in service agreements are ESTIMATES, not guarantees. Delays may occur due to editorial schedules or other third-party factors. Client-caused delays (e.g., late approvals) will extend timelines proportionally. Carbon Spark is not liable for delays caused by third parties.

6. CLIENT OBLIGATIONS AND COOPERATION

6.1 Required Client Cooperation

The Client MUST:

Provide accurate, complete, and timely information when requested.
Respond to approval requests within agreed timeframes.
Provide access to necessary resources (e.g., analytics, subject matter experts).
Maintain a functional, technically sound website.

6.2 Impact of Non-Cooperation

Failure to cooperate may result in extended timelines, reduced effectiveness of Services, or inability to complete Services. All fees remain payable. Carbon Spark is not liable for poor outcomes caused by the Client's failure to cooperate.

6.3 Website Maintenance Requirements

The Client agrees to keep their website functional, secure, and accessible, and to inform Carbon Spark of any major changes (e.g., domain changes, platform migrations) during a campaign.

6.4 Content Accuracy and Legality

The Client warrants that all information and materials provided to Carbon Spark are accurate, do not infringe any third-party rights, and do not violate any laws. The Client indemnifies Carbon Spark against all claims arising from content provided by the Client.

7. FEES, PAYMENT, AND REFUNDS

7.1 Fees and Pricing

Unless otherwise specified in a signed service agreement, the following terms apply.
Fees are set out in the service agreement or order form.
Fees are based on the provision of professional services and the completion of any deliverables as outlined in the signed service agreement. Payment compensates for the execution of these agreed-upon actions, regardless of the commercial outcomes or results.

7.2 Payment Terms

Invoices are due for payment within 3 Business Days of issue.
Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998.
Services may be suspended if payment is overdue by more than 7 days.

7.3 No Refund Policy

All fees paid are final and non-refundable. The Services are based on the time, effort, and expertise expended by Carbon Spark. Once work has commenced, fees are considered earned and are not eligible for a refund under any circumstances, including but not limited to:

Dissatisfaction with specific publication names.
Lower-than-expected or absent referral traffic from placements.
Search engine rankings, organic traffic, or revenue not meeting Client's expectations.
Changes in the Client's business priorities.
Client's failure to maintain their website or cooperate.
Search engine algorithm changes or competitive activities.
Editorial decisions to modify or remove content post-publication.
Link attributes (e.g., dofollow vs nofollow) chosen by publications.
Termination of the Agreement for any reason.

7.4 Payment Disputes and Chargebacks

The Client agrees to not initiate any chargeback requests with their card issuer. Initiating a chargeback is a breach of this Agreement. In the event that a chargeback is initiated, the Client agrees to be responsible for all costs incurred by Carbon Spark to dispute the chargeback, including legal fees and administrative costs, in addition to the original amount owed.

8. NO GUARANTEES AND DISCLAIMERS

8.1 General Disclaimer - No Guaranteed Results

CRITICAL: Carbon Spark makes NO guarantees, warranties, or representations regarding specific search engine rankings, increases in traffic, revenue, sales, or any other commercial outcomes. SEO and digital PR are long-term strategies, and results depend on hundreds of factors beyond Carbon Spark's direct control.

8.2 Factors Beyond Our Control

Results are influenced by factors including, but not limited to: search engine algorithm changes, competitor activities, the Client's website condition, market conditions, and editorial decisions of third-party publications.

8.3 Case Studies and Testimonials

Any case studies, testimonials, or success stories on our website or marketing materials are for illustrative purposes only. They are not typical or representative of results all clients should expect, may not be achievable by all clients, and should not be interpreted as guarantees or promises of performance. Past client results do not predict future performance.

8.4 Traffic and Referral Expectations

PR backlinks are primarily an SEO authority-building strategy, NOT a direct traffic generation strategy. The Client acknowledges that direct referral traffic from individual placements is typically minimal or none at all and is not a tracked deliverable of the Services.

8.5 "As Is" Basis

To the fullest extent permitted by law, all Services are provided "AS IS" without warranties of any kind, whether express or implied.

8.6 Third-Party Authority Metrics

Carbon Spark makes NO guarantees regarding increases in third-party authority metrics, scores, or ratings (including but not limited to Moz Domain Authority, Ahrefs Domain Rating, Semrush Authority Score, or similar proprietary metrics). These metrics are calculated by independent third parties using proprietary algorithms that may change at any time and are outside Carbon Spark's control. Service delivery is not dependent on movement in these third-party scores.

9. LIMITATION OF LIABILITY

9.1 Maximum Liability Cap

Carbon Spark's total aggregate liability for ANY and ALL claims arising from or related to Services shall NOT exceed the total amount paid by the Client for Services in the 12 months immediately preceding the claim. This cap applies to ALL causes of action and theories of liability (contract, tort, negligence, strict liability, or otherwise).

9.2 Excluded Liability Types

To the maximum extent permitted by law, Carbon Spark shall NOT be liable for:

Indirect or consequential losses of any kind
Loss of profits, revenue, or anticipated savings
Loss of business opportunity or contracts
Loss of data or corruption of data
Loss of goodwill or reputation
Loss arising from third-party claims
Wasted management or staff time

Except where such losses are reasonably foreseeable as a direct result of Carbon Spark's material breach or negligence.

9.3 Specific Exclusions for Digital PR Services

Carbon Spark has NO liability for:

(a) Publication Decisions - Any editorial decisions by independent journalists, editors, or publications
(b) Third-Party Actions - Actions, policies, or decisions of search engines, publications, hosting providers, or competitors
(c) Algorithm Changes - Changes to search engine algorithms or ranking factors
(d) Website Factors - Technical problems, content quality, hosting, security, or downtime on Client's website
(e) Market Conditions - Changes in market conditions, consumer behaviour, or economic factors
(f) Measurement Issues - Accuracy of analytics tools, tracking discrepancies, or attribution difficulties
(g) Post-Publication Changes - Editorial removal, modification, or link attribute changes by publications

9.4 Misrepresentation Claims Limitation

The Client agrees they will NOT pursue claims of misrepresentation or false advertising based solely on:

SEO results not meeting their personal expectations
Traffic outcomes not matching hoped-for results
Marketing language using industry-standard terminology ("boost", "skyrocket", etc.)
Case studies or testimonials showing results better than Client achieved

The Client acknowledges such terminology represents aspirational outcomes, not guarantees.

9.5 No Liability for Force Majeure

Carbon Spark is NOT liable for failure or delay caused by events beyond reasonable control, including Acts of God, war, terrorism, pandemics, government actions, or failure of utility services. If a force majeure event continues for more than 90 days, either party may terminate without penalty.

9.6 Statutory Rights Preserved

Nothing in these Terms excludes or limits Carbon Spark's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

9.7 Proportionate Liability Principle

The Client acknowledges that SEO outcomes result from multiple factors. Carbon Spark's liability shall be proportionate to its actual contribution to any alleged loss.

10. INDEMNIFICATION

10.1 Client Indemnity

The Client agrees to indemnify, defend, and hold harmless Carbon Spark and its officers, directors, employees, and agents from ALL claims, losses, expenses, damages, and costs (including reasonable legal fees) arising from:

Violation of these Terms by the Client
Content, materials, or information provided by the Client
Inaccuracy, defamation, or illegality in Client-provided content
Client's breach of representations and warranties
Infringement of third-party rights by Client-provided materials
Client's website or business practices

Except to the extent such claims arise from Carbon Spark's negligence, willful misconduct, fraud, or material breach of this Agreement.

10.2 Defence and Settlement

If Carbon Spark is subject to a claim covered by Client's indemnity, Carbon Spark will notify the Client promptly, and the Client will assume the defence at the Client's expense. The Client will NOT settle without Carbon Spark's prior written consent.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Carbon Spark's Intellectual Property

All intellectual property rights in our website, proprietary methodologies, media contact lists, templates, and tools used to deliver the Services remain owned exclusively by Carbon Spark.

11.2 Licence to Use Client Materials

The Client grants Carbon Spark a worldwide, non-exclusive, royalty-free licence to use, reproduce, and display the Client's name, logos, trademarks, and any other materials provided by the Client ("Client Materials") solely for the purpose of delivering the Services.

11.3 Third-Party Rights

The Client acknowledges that any content created by third-party publications as part of the Services is owned by that third party, and is subject to the terms and conditions of that publisher. Neither Carbon Spark nor the Client shall gain any ownership rights in such third-party content.

12. CONFIDENTIALITY

12.1 Confidential Information

Both parties agree to maintain the confidentiality of all non-public information received from the other, including business plans, client lists, and Carbon Spark's proprietary outreach methods and media contact lists.

12.2 Exclusions from Confidentiality

Confidentiality obligations do NOT apply to information that is or becomes publicly known through no breach, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law.

12.3 Duration

Confidentiality obligations continue for 5 years after the termination of the Agreement.

13. DATA PROTECTION AND GDPR COMPLIANCE

13.1 Compliance with Data Protection Law

Both parties will comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

13.2 Data Processing

Where Carbon Spark processes personal data on behalf of the Client, Carbon Spark acts as a data processor, and the Client acts as the data controller. The Client is responsible for obtaining necessary consents and providing privacy notices.

13.3 Privacy Policy

Our Privacy Policy (available at www.carbonspark.co.uk/privacy) sets out how we collect, use, and protect personal data. By engaging our Services, the Client acknowledges they have read and understood the Privacy Policy.

14. TERMINATION

14.1 Termination for Convenience (Carbon Spark Only)

Carbon Spark may terminate this Agreement by giving 30 days' written notice to the Client. The Client does NOT have the right to terminate for convenience and remains bound to the full contract term as specified in the signed service agreement.

14.2 Termination for Breach

Either party may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of written notice, becomes insolvent, or engages in illegal conduct.

14.3 Termination by Carbon Spark

Carbon Spark may terminate immediately if the Client fails to pay invoices, fails to cooperate, provides illegal content, or damages Carbon Spark's reputation.

14.4 Effect of Termination

Upon termination, all outstanding fees become due immediately. The Client must pay for all work performed up to the termination date. Sections that should survive termination (e.g., payment, confidentiality, liability limitations) will continue in effect.

14.5 No Refunds on Termination

Termination does NOT entitle the Client to refunds for any work already performed or services rendered before the termination date.

15. GOVERNING LAW AND JURISDICTION

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement (Terms + Privacy Policy + signed service agreement) constitutes the entire agreement and supersedes all prior understandings.

16.2 Severability

If any provision is held invalid, the remaining provisions remain in full force.

16.3 Waiver

Failure to enforce any right does NOT constitute a waiver of that right.

16.4 No Partnership

This Agreement does not create a partnership, joint venture, agency, or employment relationship.

16.5 Assignment

The Client may not assign this Agreement without Carbon Spark's prior written consent.

16.6 Notices

All notices must be in writing and sent to the email or physical addresses specified in the service agreement or on our website.

16.7 Third-Party Rights

No third party has any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

16.8 Survival

Provisions that by their nature should survive termination will remain in effect, including payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, and governing law.

17. CLIENT ACKNOWLEDGMENTS

By engaging our Services, the Client explicitly acknowledges and agrees that they:

Have read, understood, and had the opportunity to ask questions about these Terms.
Have NOT relied solely on marketing materials or aspirational language.
Understand PR backlinks are an SEO strategy focused on improving search engine perception and rankings, NOT direct traffic generation or guaranteed increases in third-party authority metrics (such as Domain Authority, Domain Rating, or similar scores).
Understand specific publication names cannot be guaranteed.
Understand SEO results are not guaranteed.
Acknowledge no guarantees have been made regarding rankings, traffic, or revenue.
Agree to the no refund policy.
Agree that payment obligations survive any dissatisfaction with results.

18. CONTACT INFORMATION

For questions about these Terms:

Carbonspark Ltd
Email: [email protected]
Address: The Accountancy Partnership, Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, England, E14 9NN
Company Number: 12779536
VAT Number: GB387265163

19. ACCEPTANCE

By any of the following actions, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions:

Signing a service agreement or order form
Making payment for Services
Clicking "I Accept" or a similar acceptance mechanism
Providing materials or information to commence Services
Receiving and using Services