SILVERBACK DIGITAL
TERMS AND CONDITIONS OF BUSINESS
Last updated: 1st eptember 2026
These Terms and Conditions govern the provision of services by Silverback Digital and form part of every agreement between Silverback Digital and a Client.
These Terms should be read together with the relevant proposal, quotation, statement of work, order form or other written agreement issued by Silverback Digital.
1. Definitions
In these Terms:
“Agreement” means the contract between Silverback Digital and the Client comprising these Terms together with any Proposal or Statement of Work.
“AI System” means any artificial intelligence, machine-learning, generative artificial intelligence, large language model, automated decision-support system or similar technology.
“Background IP” means Intellectual Property Rights owned, developed or acquired by Silverback Digital independently of the Services, including methodologies, processes, templates, prompts, workflows, software, scripts, code, systems, know-how, frameworks, libraries and reusable materials.
“Client” means the person, company, partnership, organisation or other entity purchasing or receiving Services.
“Client Materials” means information, data, content, photographs, video, trademarks, branding, databases, credentials, documents and other materials supplied by or on behalf of the Client.
“Deliverables” means the particular outputs expressly identified as deliverables in the applicable Proposal.
“External Costs” means advertising expenditure and all third-party charges, media costs, platform charges, software charges, hosting, domain registration, licences, subscriptions, stock assets, printing, contractors and other expenditure incurred in connection with the Services.
“Intellectual Property Rights” includes copyright, database rights, patents, trade marks, design rights, rights in software, confidential information, trade secrets, know-how and all analogous rights anywhere in the world, whether registered or unregistered.
“Proposal” means any quotation, proposal, order form, scope of work, statement of work or other document specifying Services and Charges.
“Services” means services supplied by Silverback Digital, including digital marketing, consultancy, SEO, GEO, paid advertising, website services, analytics, strategy, competitor analysis, content, social media, automation, AI-related services and associated activities.
“Silverback Digital” means the person or legal entity identified as the supplier in the applicable Proposal or invoice.
2. Application of these Terms
2.1 These Terms apply to all Services supplied by Silverback Digital unless expressly varied in a written document signed by an authorised representative of Silverback Digital.
2.2 The Client’s purchase order, procurement terms, standard terms or other contractual documentation shall not override these Terms unless Silverback Digital expressly agrees otherwise in writing.
2.3 In the event of inconsistency, the following order of precedence applies:
a written variation expressly stated to override these Terms;
the Proposal;
these Terms.
2.4 By accepting a Proposal, making payment, instructing Silverback Digital to commence Services or otherwise receiving Services, the Client accepts these Terms.
3. Business Clients
3.1 Unless expressly agreed otherwise, Silverback Digital supplies Services for business purposes and contracts on a business-to-business basis.
3.2 The Client warrants that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession.
3.3 If the Client is a consumer, provisions of applicable consumer law which cannot lawfully be excluded or restricted shall prevail over any inconsistent provision of these Terms.
4. Scope of Services
4.1 Silverback Digital shall provide the Services described in the Proposal with reasonable skill and care.
4.2 Silverback Digital may determine the method, personnel, technology, software, tools, processes and working practices used to provide the Services.
4.3 Unless expressly included in the Proposal, Silverback Digital is not responsible for:
legal or regulatory compliance advice;
financial or tax advice;
specialist accessibility certification;
cybersecurity audits;
penetration testing;
trademark clearance;
copyright clearance;
checking every factual statement supplied by the Client;
monitoring changes in the Client’s industry-specific regulation; or
services outside the agreed scope.
4.4 Any additional work requested by the Client may be charged separately at Silverback Digital’s then-current rates.
5. Client Responsibilities
5.1 The Client shall provide promptly all information, materials, approvals, access, credentials and cooperation reasonably required by Silverback Digital.
5.2 The Client is responsible for the accuracy, completeness and legality of Client Materials and instructions.
5.3 The Client warrants that Silverback Digital’s possession and use of Client Materials in accordance with the Agreement will not infringe any third-party rights or applicable law.
5.4 The Client remains responsible for its business decisions and for reviewing and approving Deliverables before publication or commercial use where approval is reasonably required.
5.5 Silverback Digital shall not be liable for delay, additional cost, reduced performance or failure caused by the Client’s delay, omission, incorrect information, failure to provide access or failure to act upon reasonable recommendations.
5.6 Where Client dependency prevents Silverback Digital from performing work, the relevant Charges remain payable.
6. Charges and Payment in Advance
6.1 Unless otherwise stated in the Proposal, recurring Services are charged monthly in advance.
6.2 Payment for each forthcoming monthly service period must be received in cleared funds before Silverback Digital is required to undertake work during that period.
6.3 Silverback Digital is under no obligation to commence or continue Services until all amounts due have been received.
6.4 Payment is not conditional upon:
particular rankings;
traffic levels;
enquiries;
leads;
sales;
revenue;
advertising performance;
approval of Deliverables; or
achievement of any other result,
unless the Proposal expressly states otherwise.
6.5 Fees paid for a service period are non-refundable once Silverback Digital has committed resources to or commenced work for that period, except where required by law.
6.6 Silverback Digital may alter recurring Charges by giving reasonable written notice.
6.7 Charges are exclusive of VAT unless expressly stated otherwise.
7. External Costs and Advertising Expenditure
7.1 Silverback Digital’s professional Charges do not include External Costs unless expressly stated otherwise.
7.2 Advertising expenditure, media spend and platform charges shall normally be paid directly by the Client to the relevant platform from an account or payment method belonging to the Client.
7.3 The Client shall maintain sufficient funds, credit limits and valid payment methods with relevant advertising and technology platforms.
7.4 Silverback Digital is not required to finance, advance, lend or otherwise fund advertising expenditure or External Costs on behalf of the Client.
7.5 If Silverback Digital agrees exceptionally to incur an External Cost on the Client’s behalf, the Client shall place sufficient cleared funds on account with Silverback Digital before the cost is incurred.
7.6 Silverback Digital may decline to incur any External Cost until sufficient cleared funds have been received.
7.7 The Client remains responsible for platform charges arising from campaigns authorised by the Client, including charges caused by increased traffic, automated bidding or platform pricing mechanisms, except to the extent directly caused by Silverback Digital’s fraud or deliberate misconduct.
7.8 Silverback Digital is not responsible for price changes, billing errors, suspensions or other acts or omissions of third-party platforms.
8. Late Payment
8.1 Any overdue amount may accrue interest and statutory compensation to the maximum extent permitted under applicable late-payment legislation.
8.2 Silverback Digital may immediately suspend Services where any invoice or amount is overdue.
8.3 Suspension does not waive the Client’s payment obligations.
8.4 Silverback Digital may recover reasonable costs incurred in recovering overdue sums, to the extent permitted by law.
8.5 Silverback Digital shall not be liable for losses arising from suspension for non-payment, including loss of rankings, advertising performance, website availability, leads or revenue.
9. No Guarantee of Marketing Results
9.1 Digital marketing involves numerous matters outside Silverback Digital’s control.
9.2 Accordingly, Silverback Digital does not guarantee any particular:
search-engine ranking;
AI search or generative-engine citation;
traffic level;
number or quality of enquiries;
lead volume;
conversion rate;
cost per acquisition;
return on advertising expenditure;
sales;
turnover;
profit;
social-media reach;
backlink;
domain authority;
indexing;
algorithmic treatment; or
commercial outcome.
9.3 Estimates, forecasts, projections, strategies, models and expected outcomes are opinions or estimates only and are not guarantees.
10. Search Engines, GEO and Third-Party Algorithms
10.1 Search engines, social networks, AI systems and advertising platforms may change algorithms, policies, interfaces and ranking systems without notice.
10.2 Silverback Digital has no control over those changes and shall not be liable for their effect upon the Client.
10.3 Search engines and AI systems may remove, downgrade, de-index, reclassify, misinterpret or fail to cite content.
10.4 Silverback Digital does not warrant that SEO or GEO techniques will produce or maintain any particular position or visibility.
11. Paid Advertising
11.1 Silverback Digital may manage advertising campaigns on the Client’s behalf where included within the Services.
11.2 The Client acknowledges that advertising platforms exercise ultimate control over advertising delivery, bidding, attribution, account status and policy enforcement.
11.3 Silverback Digital does not guarantee that advertisements will be accepted, continuously displayed or produce any particular result.
11.4 The Client is responsible for ensuring that its products, services, claims, promotions and underlying business comply with applicable laws and platform rules.
11.5 Silverback Digital may refuse to publish or manage material it reasonably believes is unlawful, misleading, infringing, unethical or contrary to platform policies.
12. Websites, Hosting and Technology
12.1 Where Silverback Digital designs or develops a website, compatibility shall be assessed against reasonably current mainstream browsers and devices at the relevant time.
12.2 Silverback Digital does not warrant that websites will operate indefinitely with future versions of browsers, operating systems, plugins, themes, APIs or third-party software.
12.3 Unless expressly included within a maintenance service, responsibility for updates, backups, security monitoring and maintenance passes to the Client following handover.
12.4 Silverback Digital shall not be liable for failures caused by hosting companies, registrars, plugins, APIs, payment processors, third-party code, cyberattacks or other matters outside its reasonable control.
13. Artificial Intelligence
13.1 The Client expressly acknowledges and agrees that Silverback Digital may use AI Systems in connection with the Services.
13.2 AI Systems may be used for activities including:
research;
brainstorming;
data analysis;
content ideation;
drafting;
editing;
image or media generation;
coding;
automation;
optimisation;
competitor analysis;
keyword research;
SEO and GEO;
summarisation;
workflow management; and
quality-assurance support.
13.3 Silverback Digital may select and change the AI Systems used in providing the Services.
13.4 The Client acknowledges that AI-generated outputs are probabilistic and may contain inaccuracies, omissions, fabricated information, bias, similarities to third-party material or other errors.
13.5 Silverback Digital does not warrant that AI-generated material is unique, error-free or incapable of resembling independently created material.
13.6 Where reasonably appropriate to the nature and importance of a Deliverable, Silverback Digital may subject AI-assisted work to human review. Human review does not constitute a guarantee of accuracy or legal compliance.
13.7 The Client shall not rely upon AI-assisted output as legal, medical, financial, regulatory or other specialist professional advice.
13.8 The Client is responsible for final approval of factual claims and commercially significant material relating specifically to the Client’s business.
14. AI and Intellectual Property
14.1 The legal treatment of AI-generated and AI-assisted material is developing.
14.2 Silverback Digital therefore gives no warranty that copyright or other exclusive Intellectual Property Rights will arise in purely AI-generated material, or that such rights will be enforceable in every jurisdiction.
14.3 Silverback Digital shall use reasonable commercial judgement when using AI Systems but cannot guarantee that an AI provider’s training data or output is free from all third-party Intellectual Property Rights issues.
14.4 The Client accepts the inherent intellectual-property risks associated with generative AI technology where it authorises or accepts AI-assisted Services.
14.5 Where Silverback Digital contributes original human-created material to a Deliverable, ownership of that contribution shall be governed by clause 18.
14.6 Nothing in the Agreement transfers ownership of the underlying AI model, system, technology or third-party platform to the Client.
15. AI Providers and Changing Regulation
15.1 AI technology and its regulation are developing rapidly.
15.2 Silverback Digital may modify its AI practices where reasonably necessary to respond to:
legislation;
regulatory guidance;
court decisions;
Intellectual Property Rights developments;
platform terms;
security concerns; or
accepted industry practice.
15.3 Silverback Digital does not warrant that an AI System available when the Agreement begins will remain available throughout the Agreement.
15.4 Silverback Digital may substitute technologies where reasonably appropriate.
16. Data Protection and AI
16.1 Each party shall comply with applicable data protection legislation.
16.2 The Client shall not provide special-category, highly confidential or unnecessary personal data for use with an AI System unless expressly agreed with Silverback Digital in advance.
16.3 Where the Client instructs Silverback Digital to process personal data, the Client warrants that it has a lawful basis and all necessary notices, permissions and authority for that processing.
16.4 Where required by applicable data-protection law, the parties shall enter into an appropriate data-processing agreement.
16.5 Silverback Digital may use third-party cloud, software and AI providers in delivering the Services, subject to applicable data-protection requirements.
16.6 The Client acknowledges that use of certain technology providers may involve international data transfers subject to applicable safeguards.
17. Client Materials and Third-Party Rights
17.1 The Client grants Silverback Digital a non-exclusive licence to use Client Materials to the extent reasonably necessary to provide the Services.
17.2 The Client warrants that it owns or has obtained all rights necessary for Silverback Digital to use Client Materials.
17.3 Silverback Digital is entitled to rely upon that warranty and is not obliged to conduct independent rights-clearance searches unless expressly engaged to do so.
17.4 The Client shall indemnify Silverback Digital against claims, losses, liabilities and reasonable costs arising from allegations that Client Materials or Client instructions infringe third-party rights or applicable law, except to the extent caused by Silverback Digital’s own unauthorised use.
18. Ownership of Deliverables
18.1 All Background IP remains the exclusive property of Silverback Digital or its licensors.
18.2 Unless the Proposal states otherwise, and subject to clauses 18.3–18.7, Intellectual Property Rights created specifically for the Client in final Deliverables shall transfer to the Client only after Silverback Digital has received payment in full of every amount due in connection with those Deliverables.
18.3 Until full payment, the Client has no right to commercially exploit unpaid Deliverables except with Silverback Digital’s written permission.
18.4 Transfer of a Deliverable does not transfer ownership of:
Background IP;
Silverback Digital methodologies;
templates;
processes;
prompts;
AI workflows;
reusable code;
libraries;
systems;
internal documentation;
know-how;
research techniques; or
third-party materials.
18.5 To the extent Background IP is embedded within a paid Deliverable and is necessary for normal use of that Deliverable, Silverback Digital grants the Client a perpetual, non-exclusive licence to use that Background IP solely as incorporated within that Deliverable.
18.6 Third-party materials remain subject to the relevant third-party licence.
18.7 Drafts, unused concepts, rejected designs, working files, internal notes and intermediate materials remain Silverback Digital’s property unless expressly agreed otherwise.
19. Portfolio and Promotional Rights
Unless the Client requests confidentiality in writing before publication, Silverback Digital may identify the Client as a customer and display publicly released work, the Client’s name, logo and non-confidential results in Silverback Digital’s portfolio, website, proposals, awards submissions and marketing materials.
Silverback Digital shall not disclose the Client’s confidential information under this clause.
20. Confidentiality
20.1 Each party shall keep the other’s confidential information confidential and use it only for purposes connected with the Agreement.
20.2 Confidential information does not include information which:
is publicly available through no breach of the Agreement;
was lawfully known already;
is received lawfully from a third party; or
is independently developed without reference to the confidential information.
20.3 Disclosure may be made where required by law or regulatory authority.
21. Third-Party Services
21.1 Silverback Digital may use third-party suppliers, subcontractors, software, APIs, hosting services, advertising platforms and technology providers.
21.2 Silverback Digital is not responsible for the availability, performance, pricing, policies, security, output or continued operation of third-party services except to the extent liability cannot lawfully be excluded.
21.3 The Client may be required to accept third-party terms directly.
21.4 Changes imposed by third-party providers may require changes to the Services and may result in additional Charges.
22. Approvals
22.1 Where Silverback Digital requests approval, the Client shall review the relevant material promptly.
22.2 Approval may be given electronically.
22.3 Silverback Digital may rely upon approval received from a person who reasonably appears authorised to act for the Client.
22.4 Following approval, the Client assumes responsibility for Client-specific factual accuracy and authorised publication, subject to Silverback Digital’s obligations under the Agreement.
22.5 Changes requested after approval may constitute additional chargeable work.
23. Delays
Silverback Digital shall not be liable for delay caused by:
Client delay;
late approvals;
missing information;
third-party suppliers;
platform outages;
algorithm changes;
illness;
network or technology failures;
cyber incidents;
force majeure events; or
circumstances outside Silverback Digital’s reasonable control.
Any timetable affected by such circumstances shall be extended reasonably.
24. Suspension
Silverback Digital may suspend some or all Services immediately where:
payment is overdue;
the Client materially breaches the Agreement;
continuing the Services may breach law or third-party rules;
the Client’s instructions create material legal, reputational or security risk;
required Client cooperation is not provided; or
Silverback Digital reasonably considers suspension necessary to protect systems, data or third parties.
Charges may continue during suspension where the circumstances causing suspension are attributable to the Client.
25. Termination
25.1 Either party may terminate recurring Services by giving the notice specified in the Proposal.
25.2 If no notice period is specified, either party may terminate recurring Services on 30 days’ written notice.
25.3 Silverback Digital may terminate immediately if the Client:
fails to pay sums due;
commits a material breach;
repeatedly breaches the Agreement;
becomes insolvent;
behaves abusively or unlawfully towards Silverback Digital personnel;
requests unlawful or materially unethical activity; or
exposes Silverback Digital to unacceptable legal, financial, security or reputational risk.
25.4 Termination does not affect rights accrued before termination.
25.5 Amounts already due remain payable.
25.6 Work required for migration, transfer, export, handover or assistance following termination may be charged separately.
26. Non-Solicitation
During the Agreement and for 12 months afterwards, the Client shall not knowingly solicit for employment or direct engagement any employee or regular contractor of Silverback Digital materially involved in providing the Services without Silverback Digital’s written consent.
This restriction shall apply only to the extent permitted by law.
27. Limitation of Liability
27.1 Nothing in the Agreement excludes or limits liability which cannot lawfully be excluded or limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability which applicable law prohibits the parties from excluding.
27.2 Subject to clause 27.1, Silverback Digital shall not be liable for any:
loss of profit;
loss of revenue;
loss of anticipated savings;
loss of business;
loss of opportunity;
loss of goodwill;
loss of reputation;
loss of data;
loss arising from search-engine or platform changes; or
indirect or consequential loss.
27.3 Subject to clause 27.1, Silverback Digital’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Charges actually paid to Silverback Digital for the Services giving rise to the claim during the six months immediately preceding the event giving rise to liability.
27.4 Where Services have been supplied for less than six months, the cap shall be the Charges actually paid for those Services.
27.5 External Costs and advertising expenditure shall not count towards the liability cap.
27.6 The parties agree that the Charges reflect the allocation of risk contained in this clause.
28. Client Indemnity
To the fullest extent permitted by law, the Client shall indemnify Silverback Digital against third-party claims, liabilities, losses and reasonable professional costs arising from:
Client Materials;
Client products or services;
Client instructions;
unlawful or misleading claims supplied or approved by the Client;
infringement arising from materials supplied by the Client;
the Client’s breach of data-protection law;
the Client’s misuse of Deliverables; or
use of Deliverables after modification by persons other than Silverback Digital,
except to the extent the relevant loss results directly from Silverback Digital’s breach of the Agreement.
29. Directors, Employees and Contractors
The Agreement is between the Client and the legal person identified as Silverback Digital in the Proposal.
To the fullest extent permitted by law, no director, officer, employee, consultant, agent or contractor of Silverback Digital shall have personal liability to the Client arising from performance of the Agreement.
The parties intend that such persons may rely upon this clause pursuant to the Contracts (Rights of Third Parties) Act 1999 where applicable.
30. Insurance
Nothing in the Agreement requires Silverback Digital to maintain insurance beyond any insurance expressly required by law or agreed in the Proposal.
The existence of insurance does not increase any contractual liability cap.
31. No Partnership or Agency
Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship or agency between the parties.
Neither party may bind the other except where expressly authorised.
32. Force Majeure
Silverback Digital shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including telecommunications failures, cyber incidents, power failures, natural disasters, governmental action, war, terrorism, industrial disputes, epidemics, platform outages or failures of critical suppliers.
33. Changes in Law, Technology and Platform Rules
If changes in law, regulation, regulatory guidance, technology, platform rules, search-engine requirements, AI regulation or industry standards materially affect the Services, Silverback Digital may reasonably:
modify its method of performance;
discontinue affected activities;
propose additional work;
revise the scope or Charges; or
terminate affected Services on reasonable notice.
Silverback Digital is not responsible for retrospectively updating historic Deliverables unless expressly engaged to do so.
34. Complaints and Claims
34.1 The Client should notify Silverback Digital promptly of any concern and provide reasonable details and an opportunity to investigate and remedy it.
34.2 Nothing in this clause prevents either party seeking urgent injunctive or protective relief where appropriate.
35. Notices
Contractual notices may be delivered by email to the normal business contact address used between the parties unless the Proposal specifies another method.
A notice is deemed received on the next Business Day after transmission unless the sender receives an automated failure notice.
36. Assignment and Subcontracting
36.1 Silverback Digital may subcontract elements of the Services.
36.2 Silverback Digital may assign or transfer the Agreement as part of a restructuring, incorporation, business sale or transfer of substantially all of the relevant business.
36.3 The Client may not assign the Agreement without Silverback Digital’s prior written consent, such consent not to be unreasonably withheld where appropriate.
37. Entire Agreement
The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous proposals, discussions and representations relating to that subject matter.
Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
38. Severability
If any provision is found invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable where legally possible.
If modification is not possible, that provision shall be severed without affecting the remainder of the Agreement.
39. Waiver
Failure or delay in exercising a contractual right does not waive that right.
A waiver on one occasion does not constitute a continuing waiver.
40. Variation
No variation requested by the Client is effective unless agreed by Silverback Digital in writing.
Silverback Digital may update its standard Terms from time to time. Updated Terms shall apply to new engagements and, where lawfully incorporated by notice, future renewal periods of existing recurring Services.
41. Third-Party Rights
Except for persons expressly protected under clause 29, a person who is not a party to the Agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
42. Governing Law and Jurisdiction
The Agreement and any non-contractual obligations arising from it shall be governed by the law of Northern Ireland.
Subject to any mandatory jurisdictional rules, the courts of Northern Ireland shall have exclusive jurisdiction to determine any dispute arising out of or in connection with the Agreement.
43. Continuing Provisions
Provisions which by their nature are intended to continue following termination shall survive termination, including provisions concerning:
payment;
confidentiality;
Intellectual Property Rights;
indemnities;
limitation of liability;
accrued rights; and
governing law and jurisdiction.
44. Acceptance
By instructing Silverback Digital, accepting a Proposal, paying an invoice or permitting Silverback Digital to commence Services, the Client confirms that it has read, understood and agrees to be bound by these Terms and Conditions.