NeuralAdX Ltd — Terms of Service (UK)

Effective date: March 9th 2025
Company: NeuralAdX Ltd 
Registered office: 313B Hoe Street, Walthamstow, E17 9BG
Company number: 16302496
Email: [email protected]
Website: neuraladx.com

1) Acceptance and scope

1.1 These Terms of Service (“Terms”) govern:
(a) your use of our website; and
(b) the purchase and delivery of our Generative Engine Optimisation services (“Services”).

1.2 If you purchase Services from us, these Terms form the legal agreement between you and NeuralAdX (the “Agreement”).

1.3 If there is a conflict, the order of priority is: (1) any signed Order Form / Proposal, (2) these Terms, (3) any policy or schedule referenced in these Terms (including the Guarantee Schedule).

2) Definitions

2.1 “Client”, “you”, “your” means the business or individual purchasing the Services.
2.2 “Deliverables” means outputs we provide (e.g., strategy documents, structured data drafts, content briefs, reports).
2.3 “GEO” means Generative Engine Optimisation—work intended to increase AI-platform visibility/citations.
2.4 “Third-Party Platforms” includes AI engines, analytics tools, Otterly.ai, hosting providers, CMS plugins, etc.

3) Who we contract with (business vs consumer)

3.1 Business Clients (B2B): If you purchase Services in the course of business, trade, or profession, you confirm you are doing so as a business client.

3.2 Consumers: If you purchase as an individual acting mainly outside your trade/profession, additional mandatory consumer protections may apply (including under the Consumer Rights Act 2015). Nothing in these Terms limits those statutory rights. (Legislation.gov.uk)

4) Services and deliverables

4.1 We will provide the Services described in your Order Form / Proposal (or the relevant service page description) during the subscription term.

4.2 No platform control: You acknowledge that Third-Party Platforms are outside our control and can change behaviour, policies, interfaces, coverage, or availability at any time.

4.3 No “legal/medical/financial advice”: Any information we provide is for general business and marketing purposes.

5) Client responsibilities (critical)

5.1 You must provide timely access, approvals, and information reasonably requested by us, including (where applicable):
(a) CMS/admin access; (b) analytics access; (c) relevant brand/offer details; (d) approval of drafts; (e) implementation cooperation.

5.2 You warrant that any materials you provide do not infringe third-party rights and comply with law (including advertising standards and data protection).

5.3 You are responsible for your own business decisions, pricing, claims, and compliance statements published on your website.

6) Third-party tools and measurement

6.1 You acknowledge we may rely on third-party tools for measurement, reporting, and workflow (including Otterly.ai where applicable).

6.2 Third-party tools may have outages, sampling, measurement changes, or data limitations. We are not responsible for third-party tool failures, but we will act reasonably to mitigate disruption.

7) Fees, billing, VAT, and payment

7.1 Fees are as stated in the Order Form / Proposal or on our pricing pages.

7.2 Unless stated otherwise, fees are exclusive of VAT, which will be added where applicable.

7.3 Payment terms: [INSERT: e.g., monthly in advance by direct debit/card]. You must pay invoices by the due date.

7.4 If payment is late, we may suspend Services until payment is received.

8) Term, renewal, cancellation

8.1 The initial term is as stated in the Order Form / Proposal (e.g., monthly subscription; or minimum 6-month term for guarantee eligibility).

8.2 Renewal: [INSERT: auto-renew monthly unless cancelled with X days’ notice].

8.3 Cancellation: [INSERT: method and notice period]. Cancellation does not waive fees accrued or minimum terms agreed.

9) Changes to scope and change control

9.1 If you request work outside scope, we may quote separately or agree a variation in writing.

9.2 We may update our methods as platforms evolve, provided we continue to deliver Services consistent with the agreed scope.

10) Intellectual property

10.1 Our IP: We retain all rights in our methodologies, frameworks, templates, internal tools, and know-how.

10.2 Client IP: You retain ownership of your pre-existing materials.

10.3 Deliverables licence: Upon payment of all fees due, we grant you a non-exclusive licence to use Deliverables for your internal business purposes on your own web properties.

10.4 No resale/redistribution: You must not resell or commercially redistribute our Deliverables or frameworks without written permission.

11) Confidentiality

11.1 Each party must keep confidential information secret and use it only for performing this Agreement.

11.2 Confidentiality does not apply to information that is public (not due to breach), independently developed, or lawfully obtained from a third party.

12) Data protection (UK GDPR)

12.1 Each party will comply with applicable data protection laws (including UK GDPR and Data Protection Act 2018).

12.2 Controller/processor: Depending on the nature of the work, either party may be a controller and/or processor. The parties will determine roles and, where required, enter an appropriate controller-processor agreement meeting Article 28 UK GDPR requirements. ICO guidance explains required contract content for controller-processor relationships. (ICO)

12.3 You are responsible for ensuring you have lawful basis for any personal data you provide to us.

13) Marketing communications (PECR)

13.1 Where we send marketing by electronic mail (email/text), we will do so in line with PECR rules. ICO guidance covers consent requirements and the “soft opt-in” concept for individuals. (ICO)

14) Cookies and website tracking

14.1 Our website may use cookies and similar technologies. Where consent is required, we will seek consent. ICO guidance confirms consent requirements for non-essential cookies under PECR. (ICO)

15) Warranties and disclaimers

15.1 We will provide Services with reasonable care and skill.

15.2 No general guarantee: Except as expressly stated in the AI Citation Performance Guarantee Schedule(Schedule 1), we do not guarantee outcomes, including rankings, traffic, revenue, leads, conversions, or business results.

15.3 You acknowledge that AI platform outputs and citations are influenced by factors outside our control, including competitor activity and platform/model updates.

16) The AI Citation Performance Guarantee (incorporated)

16.1 If you purchase Pro GEO or Elite GEO and meet eligibility requirements, the AI Citation Performance Guarantee applies as set out in Schedule 1.

16.2 If there is any inconsistency between marketing copy and Schedule 1, Schedule 1 prevails.

17) Suspension and termination

17.1 We may suspend or terminate Services immediately if:
(a) fees are overdue;
(b) you breach these Terms and fail to remedy within a reasonable period;
(c) you request or use the Services for unlawful purposes;
(d) continued performance would expose us to legal or reputational risk.

17.2 Termination does not affect rights accrued before termination.

18) Limitation of liability (UK)

18.1 Nothing in these Terms excludes or limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

18.2 B2B limitation (subject to reasonableness): For business clients, our total liability arising out of or in connection with the Agreement is limited to the total fees paid by you in the 6 months preceding the event giving rise to the claim.

18.3 We are not liable for indirect or consequential losses, loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings.

18.4 UK law restricts exclusions/limitations in certain contexts and subjects them to statutory controls such as the Unfair Contract Terms Act 1977 and its reasonableness test. (Legislation.gov.uk)

19) Indemnity (Client protection of NeuralAdX)

19.1 You will indemnify us against claims, losses, and expenses arising from:
(a) materials you supply that infringe rights or are unlawful;
(b) your breach of data protection or marketing laws;
(c) your misuse of Deliverables;
(d) claims made on your website that you instruct us to publish or that you publish independently.

20) Force majeure

20.1 Neither party is liable for delay or failure caused by events beyond reasonable control (including third-party platform outages, hosting failures, cyber incidents, or changes in third-party policies).

21) Notices

21.1 Notices must be in writing and sent to the contact details stated in the Order Form or these Terms.

22) Entire agreement; non-reliance

22.1 This Agreement constitutes the entire agreement between the parties and supersedes prior discussions.

22.2 You confirm you have not relied on any statement not expressly set out in this Agreement (including Schedule 1).

23) Severability

23.1 If any provision is held invalid or unenforceable, the remainder remains in force.

24) Governing law and jurisdiction

24.1 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — AI Citation Performance Guarantee (Terms & Conditions)

1. Eligibility
1.1 Applies only to Pro GEO and Elite GEO clients subscribed for six (6) consecutive months without interruption.
1.2 Client must provide required access, approvals, and cooperation in a timely manner.
1.3 Client must not engage third parties to perform materially similar GEO/AI visibility services during the guarantee period.

2. Baseline
2.1 AI citations are measured via Otterly.ai.
2.2 Baseline is the seven (7) day rolling average AI citation count recorded during the onboarding measurement window prior to substantive GEO work commencing.
2.3 Baseline is fixed once established.

3. Achievement definition
3.1 The guarantee is achieved at any point during the six-month service period when the rolling seven (7) day average AI citation count equals or exceeds 2× to 3× the baseline, as measured by Otterly.ai.
3.2 Only citations recorded by Otterly.ai are valid for assessment.

4. Remedy (sole and exclusive)
4.1 If not achieved within six months, NeuralAdX will continue delivering GEO services at no additional cost until the threshold is achieved (as defined above).
4.2 This continuation is the sole and exclusive remedy. No refunds, damages, credits, or alternative compensation apply.

5. Exclusions
5.1 The guarantee does not apply where performance is materially impacted by factors outside reasonable control (e.g., major platform/model changes, third-party data restrictions, force majeure, client interference, unlawful activity, or misrepresentation).