Terms and Policies

• Company: Search Principle Ltd, registered in England and Wales
• Company number: 16968514
• Registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ
• Contact: david@davidfriend.io

Part 1: Terms of Business

1. Who you contract with

1. These Terms apply to all services (PPC, SEO, web development, content and consultancy) provided by Search Principle Ltd (company number 16968514), trading as davidfriend.io ("the Agency", "we", "us"), to the client ("the Client").
2. The Agency is the sole contracting party. Every quote, proposal and invoice is issued by Search Principle Ltd.
3. No personal liability: David Friend and any other director, employee or subcontractor of the Agency acts on the Agency's behalf and is not a party to this Agreement. The Client agrees not to bring any claim personally against any of them in connection with the services. Any claim may be brought only against Search Principle Ltd.
4. Business clients only: Services are supplied for business purposes. The Client confirms it is not acting as a consumer.

2. How this Agreement starts

1. This Agreement starts when the Client accepts a proposal or quote (including by email), signs an order, or pays an invoice, whichever is first.
2. If a signed proposal conflicts with these Terms, the proposal wins on that point only.
3. These Terms apply to the exclusion of any terms the Client puts forward.

3. Term and rolling monthly notice

1. Ongoing services run on a rolling monthly basis, billed automatically on the same date each month from the first payment.
2. Cancellation: Either party can end ongoing services with 30 days' written notice, running from the day it's received.
3. Notice period: Any invoice already issued, or falling due during the notice period, is payable in full. No pro-rata refunds.
4. Handovers: Account access and final handovers are completed only once all invoices are paid in full.
5. Fixed-price projects (such as website builds) are paid as set out in the proposal: in full upfront, as a deposit with the balance due on launch, or in agreed instalments.

4. Minimum terms for new clients

1. Google Ads — minimum term: New Google Ads clients commit to a minimum of 3 months' management. Notice under section 3 can be given at any time, but cannot end the services before the minimum term is complete.
2. Google Ads — recommended test period: We recommend an initial test of 4 to 6 months, so campaigns gather enough data to optimise properly.
3. Google Ads — setup fee: A one-off setup fee applies: from £1,000 for lead generation and from £1,500 for ecommerce. It is payable before work starts, is non-refundable, and is separate from monthly management.
4. Google Ads — recommended ad budget: We recommend a minimum ad budget of £1,500 per month, paid directly to Google. The right budget depends on your market's average cost per click: it may need to be higher in competitive markets, and can be lower for tightly focused campaigns (one location, product or service). The Client sets and controls the ad budget, and results depend on it.
5. SEO — minimum term: SEO services run on a 12-month minimum term, with a break clause at 6 months. Either party may end the services at the end of month 6 by giving 30 days' written notice before that date. After 12 months, SEO continues on a rolling monthly basis under section 3. If SEO is ended early other than under the break clause, fees for the rest of the 12 months remain payable.
6. These minimum terms apply to clients starting on or after 22 October 2026. Existing clients stay on their current terms unless agreed otherwise.

5. Fees, payment and refunds

1. All fees are payable in advance unless the proposal states otherwise.
2. No refunds: Fees paid are non-refundable, except where the law requires otherwise.
3. Annual increase: Fees increase by 5% every 12 months on the anniversary of the start date.
4. Payment terms: Invoices are due within 3 days. We may suspend all services if an invoice is 7 days overdue.
5. Instalments: Where a balance is paid in instalments, if any instalment is more than 7 days overdue, the full remaining balance becomes due immediately.
6. Late payment: We may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Extra work: Work outside the agreed scope is billed at £150 per hour (£200 per hour for live calls).
8. All fees exclude VAT, which is added where applicable.

6. No guaranteed results

We will provide the services with reasonable skill and care. We do not guarantee any particular rankings, traffic, leads, sales, return on ad spend or other outcome. Search engines and ad platforms are controlled by third parties and change without notice.

7. Client responsibilities and security

1. Access: The Client must provide all necessary logins (website, Google Ads, GA4, GMC) and timely feedback and approvals. Delays caused by the Client do not pause fees.
2. Backups: For web and Shopify work, the Client is solely responsible for daily backups. The Agency is not liable for data loss.
3. Security: Maintenance and security work is provided on a reasonable endeavours basis. We do not guarantee 100% security and are not liable for hacking, malware or breaches caused by third parties.
4. Compliance: The Client is responsible for its products, claims, website content and compliance with Google Ads policies and the law. We are not liable for account suspensions caused by the Client's business or content.
5. Content: The Client confirms it owns or has the rights to all images, text and materials it supplies, and will indemnify the Agency against any claim that they infringe a third party's rights.

8. PPC and Google Ads

1. Ad spend: The Client pays Google (or other platforms) directly. Ad spend is not part of the management fee.
2. Payee liability: If the Agency is billed for the Client's ad spend, the Client must reimburse the Agency immediately plus a 10% admin fee.
3. Account ownership: Ad, analytics and Merchant Center accounts created in the Client's name belong to the Client. Campaign structures, scripts and assets built by the Agency transfer once all fees are paid.
4. Lock-out: The Agency may revoke or suspend its access and management of Google Ads, GA4 and GMC, and withhold handover, while any fees (management or ad spend) are unpaid.

9. Google Workspace accounts

1. Admin rights: Where the Agency sets up Google Workspace for the Client, the Agency holds admin rights for the duration of the active service only. Email, contacts and calendar data remain the Client's at all times.
2. Suspension for non-payment: If any invoice is overdue, the Agency may suspend email services until it is paid.
3. On termination: Once all invoices are paid, the Client may take billing ownership of the Workspace tenant directly with Google, or request a full data export.

10. Websites and intellectual property

1. Ownership of the final website design, code and content created for the Client passes to the Client once all fees for that work are paid in full. Until then, the Agency grants a revocable licence to use it.
2. The Agency keeps ownership of its pre-existing and general tools, templates, code libraries, know-how and audit methodology. The Client receives a non-exclusive, perpetual licence to use any of these that form part of the delivered work.
3. Third-party themes, plugins, apps, fonts and stock images are licensed under their own terms, and their costs are the Client's.
4. The Agency may show the work in its portfolio unless the Client asks in writing not to.

11. Subcontractors

The Agency may use trusted subcontractors (for example, developers) to deliver the services. The Agency remains responsible for their work under this Agreement.

12. Confidentiality

Each party will keep the other's confidential information private and use it only for this Agreement. This does not apply to information that is public, already known, or required to be disclosed by law.

13. Data protection

1. Where the Agency processes personal data on the Client's behalf (for example, customer or lead data in ad accounts, analytics or websites), the Client is the controller and the Agency is the processor under UK GDPR.
2. The Agency will: process that data only on the Client's documented instructions; keep it confidential and secure; use only sub-processors bound by equivalent terms; assist the Client with data subject requests and breaches; notify the Client without undue delay of any personal data breach; and delete or return the data at the end of the services.
3. The Client confirms it has a lawful basis for the data it shares, including any consent needed for cookies and tracking on its own website.

14. Liability

1. Liability cap: The Agency's total liability under or in connection with this Agreement is limited to the fees paid in the 3 months before the claim, or for fixed-price projects, the fee for that project.
2. No indirect loss: The Agency is not liable for lost profits, lost sales, lost data, loss of goodwill, or third-party platform downtime or changes (for example, Shopify or Google).
3. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited under English law.

15. Termination by the Agency

The Agency may end this Agreement immediately by written notice if the Client fails to pay, materially breaches these Terms, becomes insolvent, or behaves abusively towards the Agency's staff.

16. General

1. Force majeure: Neither party is liable for delays caused by events outside its reasonable control.
2. Notices: Notices must be in writing and may be sent by email to the addresses used in the proposal.
3. Changes: We may update these Terms by giving 30 days' written notice. Continuing the services after that date means acceptance.
4. Entire agreement: These Terms and any accepted proposal are the whole agreement between the parties.
5. Assignment: The Client may not transfer this Agreement without our written consent.
6. Third parties: No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999, except as stated in clause 1.3.
7. Disputes: We will try to settle any dispute through good-faith negotiation before legal action.
8. Law: This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Part 2: Website Terms of Use

1. Introduction

These terms govern your use of davidfriend.io. By using this site you accept them. If you do not agree, please stop using the site.

2. Company information

davidfriend.io is a trading style of Search Principle Ltd, registered in England and Wales, company number 16968514, registered office 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ.

3. Intellectual property

Search Principle Ltd owns or licenses all intellectual property on this site. You may print or download one copy of pages for personal reference. You must not modify the materials or use them commercially without our licence.

4. No reliance on information

Site content is general information only and is not advice to rely on. We do not guarantee it is accurate, complete or up to date.

5. Limitation of liability

To the extent permitted by law, Search Principle Ltd is not liable for any loss or damage (including loss of profits or business interruption) arising from use of, or inability to use, this site. This does not affect liability for death or personal injury caused by negligence, or any liability that cannot be excluded under English law.

6. Client contracts

Any contract for services formed through this site or following a quote is with Search Principle Ltd and governed by the Terms of Business in Part 1.

7. Prohibited uses

You must not introduce viruses or other harmful material, or attempt unauthorised access to our site, server or database. This is an offence under the Computer Misuse Act 1990.

8. Linking to our site

You may link to our home page fairly and legally, in a way that does not damage our reputation or suggest an association or endorsement that does not exist.

9. External links

Links to third-party sites are for information only. We have no control over them and accept no responsibility for them.

10. Jurisdiction

These terms are governed by the law of England and Wales, and the English courts have exclusive jurisdiction.

Part 3: Privacy & Cookie Policy

1. Introduction

Search Principle Ltd, trading as davidfriend.io ("we", "us"), is the data controller for personal data collected through davidfriend.io. This policy explains how we handle it under UK GDPR.

2. Data we collect

• Contact data: name, business or website URL, email address and (optionally) annual revenue band, provided via our contact or audit forms.
• Usage data: IP address, browser type and session statistics, collected via Google Analytics 4.
• Trackers: cookies and tags (Google Tag Manager) to monitor site performance and measure Google Ads conversions.

Cookies. We use necessary cookies (security and navigation), analytics cookies (how visitors use the site) and marketing cookies (Google Ads measurement and remarketing). You can accept or reject non-essential cookies via the cookie banner, or block them in your browser.

3. How we use your data, and our lawful basis

• To respond to enquiries and audit requests (legitimate interests, or steps before entering a contract).
• To deliver services to clients (contract).
• To analyse and improve the site and measure advertising (consent, via the cookie banner).
• To meet legal obligations and protect our legal rights (legal obligation; legitimate interests).

4. Third-party services

• Cloudflare, Inc.: website hosting and form processing.
• Resend, Inc.: transactional email for form and audit submissions.
• Google Workspace: business email.
• Google Ireland Ltd: Analytics (GA4) and ad measurement.

Some providers process data outside the UK under appropriate safeguards, such as the UK International Data Transfer Addendum or UK adequacy regulations.

5. Your rights

Under UK GDPR you can access, correct or delete your data, object to or restrict processing, and withdraw consent at any time. Contact privacy@davidfriend.io. You may also complain to the Information Commissioner's Office (ico.org.uk).

6. Data retention

Form and audit submissions are kept for the duration of our business relationship and up to 6 years after for legal and accounting purposes. Analytics data follows Google's retention settings (usually 14 months for user-level data).

7. Data controller

Search Principle Ltd, 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ.
Contact: privacy@davidfriend.io.

Part 4: Google Ads New Advertiser Credit

1. Overview

The free Google Ads credit referenced on our pages comes from Google's New Advertiser Offer. Access is through David Friend's Google Partner status, held via Profitable Sites Ltd. The offer is set and administered by Google; Search Principle Ltd does not guarantee eligibility or the credit amount.

2. Eligibility

• Brand-new Google Ads accounts with no prior advertising history only.
• Must be applied within 20 days of account creation.
• One offer per account.

3. Match values

Credit is tiered by spend in the first 60 days. Google sets offers in USD; UK accounts receive the local-currency equivalent at the prevailing rate.

Spend in first 60 days	Credit received
$500 USD	$500 USD
$680 USD	$630 USD
$1,400 USD	$980 USD
$3,200 USD	$1,600 USD
$4,500 USD	$2,250 USD
$10,000 USD	$5,000 USD
$12,000 USD	$6,000 USD

The £400 figure on our site is the approximate GBP equivalent of the $500 entry offer.

4. How it's applied

Once an eligible account is created and a qualifying promotion selected within the 20-day window, credit is allocated against future spend. The monthly credit budget is set on the first of each month from the previous 90 days' spend.

5. Source

Full terms: Google Ads New Advertiser Offer.