On this page
- 1. Who we are and who these terms are for
- 2. Definitions
- 3. How the contract is formed
- 4. Services
- 5. Your responsibilities
- 6. Fees and payment
- 7. Timelines
- 8. No guarantee of rankings, traffic or AI mentions
- 9. Acceptance of deliverables
- 10. Cancellation and refunds
- 11. Confidentiality
- 12. Personal data
- 13. Use of AI and third-party tools
- 14. Intellectual property
- 15. Term and termination
- 16. Warranties and disclaimer
- 17. Limitation of liability
- 18. Indemnity
- 19. Non-solicitation
- 20. Compliance and sanctions
- 21. Governing law and disputes
- 22. General
- 23. Contact
Last updated: ждёт данныхTO FILL: date of publication
1. Who we are and who these terms are for
1.1. These Terms of Service (“Terms”) govern services provided by ждёт данныхTO FILL: exact registered name of the contracting entity in Latin letters, for example “Individual Entrepreneur
1.2. “Client” or “you” means the company or other business that orders services from us. We provide services to businesses only. By accepting these Terms you confirm that you act for a business purpose and not as a consumer, and that you are authorised to bind the business you represent.
1.3. Services for agencies that resell our work under their own brand are governed by our White Label Partner Terms and Mutual NDA. If those terms conflict with these Terms, the White Label Partner Terms prevail.
2. Definitions
- “Order” means a proposal, order form, statement of work or invoice issued by us that describes the services, price and timing, and that you accept under section 3.
- “Deliverables” means reports, audits, recommendations, texts, page drafts, structured data, spreadsheets and other materials we prepare for you under an Order.
- “Client Materials” means content, data, trademarks, access credentials and other materials you provide to us.
- “AI Assistants” means third-party AI systems that generate answers, such as ChatGPT, Perplexity, Gemini, Claude, Microsoft Copilot and Google AI Overviews.
- “Business Day” means Monday to Friday, excluding public holidays in Kazakhstan.
3. How the contract is formed
3.1. A contract is formed when you accept an Order in one of these ways, whichever happens first: (a) you sign the Order; (b) you reply “I accept” to the email with the Order from the client contact’s email address; (c) you click to accept the Order; or (d) you pay any invoice that states the Order number. Each Order together with these Terms forms one contract.
For an Order with a total value of USD 10,000 or more, and for an Order with no end date (such as the Monthly program), only (a) or (b) forms the contract. Payment alone does not accept such an Order, and we start that work only after you sign the Order or reply “I accept”.
3.2. If an Order and these Terms conflict, the Order prevails only for the specific point it addresses. Your own purchase terms do not apply, even if referenced in a purchase order, unless we sign them.
3.3. Electronic acceptance, electronic signatures and exchange of scanned documents have the same force as signed paper documents.
4. Services
4.1. We offer the following services. The exact scope, number of queries, pages, markets and reports is set in each Order.
| Service | What it includes | Term |
|---|---|---|
| AI Visibility Audit | We test a set of questions from your market in AI Assistants and Google, record who is named instead of you, analyse the causes and give a prioritised list of fixes | one-off, fixed price |
| 90-Day Pilot | Agreed fixes on your site, structured data, content passages built for citation, outreach for listings and mentions, a repeat measurement at the end | 90 days |
| Monthly SEO and GEO program | Ongoing search engine optimization and AI search optimization, content, links and mentions, monthly report | monthly, rolling |
| White label | The services above delivered under a partner agency’s brand | see White Label Partner Terms |
4.2. Prices: AI Visibility Audit USD 1,200, fixed; 90-Day Pilot USD 1,800 per month (three monthly payments); Monthly SEO and GEO program from USD 3,200 per month. The price for your work is the one stated in your Order. Prices for partner agencies are set in the White Label Partner Terms.
4.3. Changes to scope must be agreed in writing (email is enough). Work outside the Order is done only under a separate quote that we send and you approve in writing before that work starts.
4.4. We may use subcontractors and our own staff in any location. We remain responsible for their work.
5. Your responsibilities
5.1. You will provide on time: access to your website and analytics on a view or edit basis as agreed, answers to our questions, approvals, and accurate information about your business, products and prices.
5.2. You are responsible for the accuracy and legality of Client Materials and of any claims we publish on your instructions, and for final approval of texts before publication.
5.3. Unless the Order says we implement changes ourselves, your team or developer implements our recommendations. Results depend on whether and when changes are implemented.
5.4. If you delay access, answers or approvals, our deadlines move by the length of the delay. If the delay is longer than [OWNER DECISION: 30] days, we may treat the affected part of the Order as delivered and invoice it, or pause the Order.
6. Fees and payment
6.1. All prices are in US dollars (USD) and exclude any taxes that apply in your country.
6.2. Payment terms:
- AI Visibility Audit: 50% before work starts and 50% when we deliver the audit report.
- 90-Day Pilot: monthly in advance, three payments, each before its 30-day period starts.
- Monthly program: each month in advance, before the month starts.
6.3. Invoices are payable within [OWNER DECISION: 7] days of the invoice date by ждёт данныхTO FILL: payment methods available, see payments-ru.md, for example bank transfer (SWIFT) in USD to our account in Kazakhstan, or card payment through a payment link. Work starts after we receive the first payment.
6.4. You pay all charges of your bank and intermediary banks so that we receive the full invoiced amount (SWIFT charge option “OUR” where available). Currency conversion costs on your side are yours.
6.5. Taxes. Our prices do not include VAT, GST or sales tax. Where your country applies a reverse charge or similar mechanism to services from foreign suppliers, you account for that tax. Please give us your VAT/GST number if you have one. If you are required by law to withhold any tax from a payment to us, you will increase the payment so that we receive the amount we would have received without the withholding, and provide us with the official receipt. [Note for owner: the current contracting entity is not registered for VAT in Kazakhstan, see payments-ru.md.]
6.6. If payment is late, we may suspend work after giving you 5 Business Days’ notice. Deadlines move by the length of the suspension.
6.7. You may not set off any amount you claim from us against our invoices.
7. Timelines
7.1. AI Visibility Audit: we deliver within [OWNER DECISION: 10] Business Days after we receive both the first payment and the information listed in the Order.
7.2. 90-Day Pilot: starts on the date we receive the first payment and access, and runs for 90 calendar days. The three monthly payments cover days 1 to 30, 31 to 60 and 61 to 90.
7.3. Monthly program: renews automatically each month until either party ends it under section 15. [OWNER DECISION: minimum term (a) none; (b) 3 months].
7.4. Dates in an Order are good-faith estimates unless the Order calls a date “fixed”.
8. No guarantee of rankings, traffic or AI mentions
8.1. Search engines and AI Assistants are run by third parties who decide on their own what to show, cite or recommend, and who change their systems without notice. Nobody outside those companies controls their results.
8.2. For this reason we do not guarantee, and nothing in an Order, proposal, report or conversation means that we guarantee:
- any position in Google, Bing or another search engine;
- any amount of traffic, leads or sales;
- that any AI Assistant will mention, cite or recommend you, or will stop mentioning a competitor;
- that results will last after a change by a search engine or AI provider.
8.3. Forecasts and examples from other projects show what has happened elsewhere. They are not a promise of the same result for you.
8.4. What we do commit to: we perform the work described in the Order, measure with the same method before and after, and report honestly, including when results are weak.
9. Acceptance of deliverables
9.1. You may raise reasonable comments on a Deliverable within 5 Business Days after we deliver it. We will correct anything that does not match the Order.
9.2. If you do not send comments within that period, the Deliverable is accepted. For monthly work, the monthly report serves as the acceptance document for that month.
10. Cancellation and refunds
10.1. AI Visibility Audit: if you cancel before we start work, we refund everything you have paid. If you cancel after we start but before we deliver the report, the first 50% is non-refundable and we do not charge the second 50%. Once we deliver the report, the full price is payable. [OWNER DECISION: confirm]
10.2. Pilot and monthly program: fees for the current paid month are non-refundable. Fees paid in advance for months that have not started are refunded, less bank charges, if you end the contract under section 15.
10.3. Refunds are paid by the same method used for payment where possible, within 14 days.
11. Confidentiality
11.1. Each party keeps confidential the other party’s non-public information received in connection with the services, including business data, analytics, access credentials, prices and Deliverables, and uses it only to perform or receive the services.
11.2. This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law or court order (with notice to the other party where lawful).
11.3. Obligations under this section last during the contract and for 3 years after it ends. Access credentials and personal data stay confidential without time limit.
11.4. When the contract ends we stop using your access and delete or return Client Materials within 30 days, except copies we must keep by law (for example accounting records).
12. Personal data
12.1. Our Privacy Policy [link /privacy/] explains how we handle personal data of people who contact us.
12.2. If we process personal data on your behalf (for example in your analytics, CRM or customer lists), we act as your processor. On request we will sign a data processing agreement that meets Article 28 of the GDPR and UK GDPR. ждёт данныхTO FILL: DPA template, next step after these Terms.
12.3. Please do not give us access to special category data or more personal data than the work needs.
13. Use of AI and third-party tools
13.1. We use software tools, including AI tools, for research, drafting and measurement. People on our team review and take responsibility for every Deliverable.
13.2. We do not enter your confidential information into AI tools that use inputs to train their models. [OWNER DECISION: confirm that the team’s tools are set up this way before publishing this sentence].
13.3. Tools we use to measure AI Assistants send questions about your market to those services. These questions do not contain your confidential information unless you agree.
14. Intellectual property
14.1. Client Materials remain yours. You give us a limited licence to use them only to provide the services.
14.2. After you pay in full for an Order, you own the Deliverables created specifically for you under it and may use, change and publish them without limits.
14.3. We keep ownership of our pre-existing and general know-how, methods, question sets, templates, scripts, software, checklists and report formats (“AOE Tools”), including improvements made during the work. Where AOE Tools are part of a Deliverable, you receive a non-exclusive, perpetual, worldwide licence to use them as part of that Deliverable for your own business.
14.4. Until you pay in full, Deliverables may be used only for evaluation.
14.5. Publicity. We will not name you as a client, use your logo or publish a case study without your written consent. [OWNER DECISION: ask for consent in the Order as an optional tick box].
14.6. Third-party content (stock images, fonts, data from third-party tools) is subject to its own licence terms, which we tell you about where relevant.
15. Term and termination
15.1. These Terms apply from the first Order until all Orders are complete or ended.
15.2. Monthly program: either party may end it with [OWNER DECISION: 30] days’ written notice, effective at the end of a paid month (and not before the minimum term, if any).
90-Day Pilot: you may end the Pilot before day 90 (a) under section 15.3 if we materially breach it, or (b) at any time with 30 days’ written notice. With notice under (b), the Pilot ends 30 days after we receive the notice; you pay for the 30-day periods that have started by that date, and payments for periods that have not started are refunded or not invoiced (section 10.2).
15.3. Either party may end an Order immediately by written notice if the other party materially breaches it and does not fix the breach within 14 days of notice, or becomes insolvent.
15.4. We may end an Order immediately if continuing would break the law or sanctions rules, or if you ask us to use methods that break search engine or AI provider policies.
15.5. On termination you pay for work done up to the termination date, and each party returns or deletes the other’s confidential information as described in section 11.4. Sections 6, 8, 11, 14, 16, 17, 19 and 21 continue after termination.
16. Warranties and disclaimer
16.1. We will perform the services with reasonable skill and care, in line with generally accepted practice and with Google Search Essentials and the published policies of the platforms we work with.
16.2. Except as stated in these Terms, all other warranties, express or implied, are excluded to the extent the law allows.
17. Limitation of liability
17.1. Neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or data, or for the actions of search engines, AI Assistants, hosting providers and other third parties.
17.2. Our total liability under or in connection with an Order is limited to the fees you paid for that Order in the 1 (one) month before the event that caused the claim, or, for a one-time Order (such as the AI Visibility Audit), the fee for that Order.
17.3. Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be limited under the applicable law, or your obligation to pay our fees.
17.4. Any claim must be notified in writing within 12 months after the event that caused it.
18. Indemnity
18.1. You will defend and compensate us against third-party claims arising from Client Materials, from claims we published on your instructions, or from your use of the Deliverables in breach of law.
18.2. [OWNER DECISION: mutual indemnity. Option (a) recommended: we compensate you against third-party claims that a Deliverable created by us infringes their copyright, subject to the cap in section 17.2. Option (b): no indemnity from our side.]
19. Non-solicitation
During the contract and for 12 months after it ends, neither party will hire or engage, directly or through others, any employee or contractor of the other party who worked on the services, without the other party’s written consent. This does not apply to people who answer a general job advertisement.
20. Compliance and sanctions
20.1. Each party confirms that it is not, and is not owned or controlled by, a person subject to sanctions of the United Nations, the United States, the United Kingdom or the European Union, and that it will not use the services in breach of sanctions or export rules.
20.2. We may refuse or stop an Order if a bank or payment provider cannot process a payment for compliance reasons. Fees for work already done remain payable.
21. Governing law and disputes
21.1. The parties will first try to settle any dispute by good-faith talks for 30 days after one party sends a written notice.
21.2. These Terms and each Order are governed by the laws of the Republic of Kazakhstan. Any dispute arising out of or in connection with these Terms or any Order, including any question about their existence, validity or termination, that is not settled under 21.1 shall be finally resolved by arbitration administered by the International Arbitration Centre of the Astana International Financial Centre (AIFC IAC) under its rules in force at the time. The seat of arbitration is Astana, Kazakhstan. The tribunal consists of one arbitrator. The language of the arbitration is English. Hearings are held online by video, unless the tribunal decides that an in-person hearing is necessary.
21.3. Either party may apply to any competent court for urgent interim relief or to collect undisputed invoices.
22. General
22.1. Notices are given by email to the addresses in the Order (ours: ждёт данныхTO FILL: legal@ or hello@ email on the aoe-marketing.com domain) and are effective on the next Business Day after sending.
22.2. Neither party may assign the contract without the other’s consent, except that we may assign our rights to receive payment.
22.3. Neither party is liable for delay caused by events beyond its reasonable control, including outages of internet, hosting or third-party platforms, government actions, war, epidemics and natural disasters. If such an event lasts more than 60 days, either party may end the affected Order and the client pays for work done.
22.4. If any provision is invalid, the rest remains in force, and the invalid provision is replaced by a valid one closest to its purpose.
22.5. These Terms and the Order are the entire agreement on their subject and replace earlier discussions.
22.6. These Terms are written in English. Any translation is for convenience only.
22.7. We may update these Terms by publishing a new version with a new date. The version in force when you accepted an Order applies to that Order; changes apply to existing monthly programs from the next month after we notify you by email at least 30 days in advance.
23. Contact
ждёт данныхTO FILL: contracting entity name, ждёт данныхTO FILL: registered address, Almaty, Republic of Kazakhstan. Email: ждёт данныхTO FILL: email on aoe-marketing.com domain.