These Terms of Service (“Terms”) govern the provision of Services by Riot GEO (“Riot GEO”, “we”, “us”, “our”), a trading name of Ricochet Group Ltd (Company No. 07576556), registered in England and Wales at 107 Fore Street, Hertford, SG14 1AS. By accepting a Plan, paying an invoice, providing access to your website or systems, or otherwise engaging with our Services, you (“Client”, “you”, “your”) agree to be bound by these Terms.

1.1 “Agreement” means the contract between Riot GEO and the Client comprising these Terms and any relevant Plan, Proposal, invoice, written instruction, or other agreed communication relating to the Services.

1.2 “Client” means the party identified as the recipient of the Services in a Plan, Proposal, invoice, written instruction, or other written agreement.

1.3 “Client Materials” means any documents, data, content, website access credentials, CMS details, hosting information, analytics data, search performance data, brand assets, or other materials provided by the Client to Riot GEO for use in connection with the Services.

1.4 “Deliverables” means the specific outputs of the Services, including structured data, GEO Data, implementation work, updates, analysis, or related materials provided to the Client subject to Clause 5 (Intellectual Property & Portfolio).

1.5 “GEO” means Generative Engine Optimisation, being the process of structuring, improving, and maintaining website data and content signals to support visibility, interpretation, and relevance across search engines, AI-assisted search tools, and generative answer platforms.

1.6 “GEO Data” means structured, contextual, technical, or content-related data created, prepared, adapted, or implemented by Riot GEO for the purposes of Generative Engine Optimisation and AI-Focused Search.

1.7 “GEO Data Pages” means the selected website pages to which GEO Data or structured data is applied, integrated, monitored, or updated as part of the Services.

1.8 “Plan” means one of the service plans offered by Riot GEO, as set out in Clause 3.

1.9 “Services” means the Generative Engine Optimisation, AI-Focused Search, website analysis, structured data generation, GEO Data generation, implementation, monitoring, and incremental optimisation services provided by Riot GEO.

1.10 “Third-Party Services” means search engines, AI platforms, generative answer engines, analytics tools, hosting providers, CMS platforms, plugins, APIs, software, infrastructure, or other services supplied by third parties which may be used, accessed, monitored, or relied upon in connection with the Services.

1.11 “Intellectual Property Rights” means all intellectual property rights, including without limitation copyright, trade marks, database rights, design rights, rights in confidential information, and any other rights of a similar nature, whether registered or unregistered.

1.12 “Confidential Information” means any information disclosed by one party to the other which is marked or should reasonably be understood to be confidential, including website access credentials, technical information, business information, analytics data, search performance data, and personal data.

1.13 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

1.14 “Force Majeure Event” means any event beyond a party’s reasonable control, including without limitation acts of God, natural disaster, epidemic or pandemic, terrorist attack, war, civil commotion, industrial dispute, failure of utility services or transport networks, or interruption or failure of internet or telecommunications services.

2.1 Service Initiation. Services shall commence when the Client accepts a Plan, pays the applicable setup fee or invoice, provides any required access, or otherwise instructs Riot GEO to proceed.

2.2 Setup Phase. The setup phase may include website review, data collection, analysis of existing pages, identification of suitable GEO Data Pages, generation of structured data or GEO Data, and initial implementation.

2.3 Ongoing Services. Following the setup phase, Riot GEO shall provide ongoing monthly Services within the relevant Plan, which may include monitoring search performance, reviewing selected GEO Data Pages, checking structured data, and making incremental changes or updates to structured data or GEO Data.

2.4 Nature of Services. The Client acknowledges that GEO and AI-Focused Search are ongoing optimisation services. Riot GEO does not guarantee any specific search ranking, indexing outcome, inclusion in AI-generated responses, traffic increase, conversion increase, commercial result, or timeframe for results.

2.5 Implementation Authority. By providing access to its website, CMS, hosting account, files, cPanel, analytics tools, search tools, or related systems, the Client authorises Riot GEO to make changes reasonably required to perform the Services within the scope of the applicable Plan.

2.6 Access Requirements. The Client shall provide timely, accurate, and complete access to all websites, systems, platforms, files, hosting environments, CMS accounts, cPanels, analytics tools, search tools, and related services reasonably required for Riot GEO to perform the Services. The Client shall ensure that: (a) login credentials are accurate and active; (b) permissions are sufficient for Riot GEO to perform the Services; (c) any two-factor authentication, multi-factor authentication, approval request, security code, access link, or similar verification requirement is handled promptly; (d) Riot GEO is notified promptly of any changed, expired, revoked, restricted, or invalid credentials; and (e) access is restored promptly where it is interrupted or unavailable.

2.7 Failure to Provide Access. Where Riot GEO is unable to access any website, system, platform, file, hosting environment, CMS account, cPanel, analytics tool, search tool, or related service required to perform the Services due to missing, incorrect, expired, restricted, revoked, or unavailable credentials, lack of permissions, two-factor authentication, multi-factor authentication, security approval delays, or any other Client-side access issue, Riot GEO shall notify the Client. If access is not provided or restored within five (5) Business Days of such notice, Riot GEO may, at its discretion, provide the relevant structured data, GEO Data, implementation guidance, or instructions to the Client for self-implementation. Where Riot GEO provides such data, guidance, or instructions, the relevant Services shall be deemed performed to the extent Riot GEO was reasonably able to perform them without access. The Client shall remain responsible for implementation, testing, and any resulting website changes where it chooses to self-implement or fails to provide access. Failure by the Client to provide or maintain access shall not suspend, reduce, or remove the Client’s obligation to pay setup fees, monthly fees, or any other sums due under the Agreement.

2.8 Client Responsibilities. The Client shall: (a) provide timely access to websites, systems, platforms, analytics, hosting, files, and accounts as reasonably required; (b) ensure that all Client Materials are accurate, lawful, and do not infringe third-party rights; (c) maintain secure credentials and appropriate permissions for Third-Party Services; (d) maintain appropriate backups of its website, data, and systems unless expressly agreed otherwise in writing; and (e) cooperate promptly with any access, verification, security, or approval process required for Riot GEO to perform the Services.

2.9 Access & Security. The Client acknowledges that the Services may require Riot GEO to access sensitive website systems, including CMS accounts, hosting environments, cPanels, website files, analytics tools, search tools, and related platforms. Riot GEO shall use such access only as reasonably necessary for the provision of the Services. The Client remains responsible for controlling, reviewing, rotating, and removing credentials and permissions provided to Riot GEO. Riot GEO shall not be liable for delays, non-performance, reduced performance, or inability to perform the Services caused by Client-side access restrictions, incorrect credentials, unavailable authentication, insufficient permissions, security tools, hosting restrictions, or changes to Third-Party Services.

2.10 Confidentiality. Each party shall keep the other’s Confidential Information confidential and shall not disclose it to any third party except as required by law or as reasonably necessary for the performance of the Services. This obligation shall survive termination of the Agreement.

3.1 Plans. Riot GEO offers the following Plans: (a) Lite. Up to five (5) selected GEO Data Pages, £250 setup fee, and £25 per month; (b) Scale. Up to ten (10) selected GEO Data Pages, £500 setup fee, and £50 per month; and (c) Ultimate. Up to fifteen (15) selected GEO Data Pages, £750 setup fee, and £75 per month.

3.2 Setup Fees. Setup fees are payable in advance and are non-refundable unless otherwise agreed in writing.

3.3 Monthly Fees. Monthly fees are payable monthly in advance. Riot GEO shall issue monthly invoices on or around the first day of each month, payable within seven (7) days of the date of invoice.

3.4 Minimum Term. Each Plan is subject to a minimum term of six (6) months from the date Services commence.

3.5 Rolling Monthly Term. After the minimum term, the Plan shall continue on a rolling monthly basis unless terminated in accordance with Clause 9.

3.6 Price Changes. Riot GEO may amend Plan pricing from time to time. Where pricing changes affect an existing Client, Riot GEO shall provide written notice. Any revised pricing shall apply from the next monthly billing period following such notice, unless otherwise agreed in writing.

3.7 Plan Limits. Plan page limits apply to selected GEO Data Pages identified for GEO work. Riot GEO shall determine, acting reasonably and in consultation with the Client where appropriate, which pages are most suitable for inclusion within the applicable Plan.

4.1 Responsibility. The Client shall be responsible for entering into agreements with any required Third-Party Service providers and for compliance with their terms.

4.2 Accounts & Access. The Client shall be responsible for all Third-Party Service fees, subscriptions, accounts, credentials, permissions, licences, renewals, and ongoing obligations unless expressly agreed otherwise in writing.

4.3 No Liability. Riot GEO shall have no liability for any failure, interruption, unavailability, delay, error, change, limitation, ranking decision, indexing decision, algorithm update, platform update, or other act or omission of any Third-Party Service.

4.4 Search & AI Platforms. The Client acknowledges that search engines, AI platforms, generative answer engines, analytics tools, and related services are operated by third parties and may change their systems, policies, processes, ranking methods, indexing behaviour, or outputs at any time.

5.1 Ownership of Client-Specific Deliverables. Subject to Clause 5.2 and conditional upon receipt of all sums due, ownership of Intellectual Property Rights in final Client-specific structured data or GEO Data created specifically for the Client shall transfer to the Client.

5.2 Our Intellectual Property. Riot GEO shall retain ownership of: (a) all methodologies, processes, know-how, frameworks, templates, systems, prompts, tools, reporting structures, analysis methods, and optimisation models developed, used, or relied upon in the course of providing the Services; and (b) all Intellectual Property Rights in any preliminary drafts, concepts, notes, research, working materials, reusable data structures, or underlying technical assets, save where expressly agreed otherwise in writing.

5.3 Licence. Riot GEO grants to the Client a non-exclusive, non-transferable licence to use such retained materials as are reasonably necessary for the Client to make use of the Deliverables.

5.4 Portfolio Licence. The Client grants Riot GEO the right to reproduce, publish, and communicate non-confidential aspects of the Services and Deliverables, including the Client’s name and brand identity, for marketing, case studies, and portfolio use, unless otherwise agreed in writing.

5.5 Client Materials. The Client warrants that it has all necessary rights, licences, and consents in Client Materials. The Client shall indemnify Riot GEO against all claims, damages, and expenses arising from infringement of third-party rights in the Client Materials.

6.1 Compliance with Law. Each party shall comply with its obligations under applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

6.2 Access to Personal Data. Riot GEO may access or process personal data where reasonably required for the functional and efficient operation and delivery of the Services, including through website administration areas, CMS platforms, hosting environments, analytics tools, search tools, forms, plugins, or related systems.

6.3 Limited Processing. Riot GEO shall only access, use, or process personal data to the extent reasonably necessary to provide the Services, maintain access, troubleshoot issues, implement GEO Data, monitor performance, or otherwise carry out its obligations under the Agreement.

6.4 Client Warranties. The Client warrants that it has all necessary rights, permissions, consents, notices, and lawful bases required to make personal data available to Riot GEO in connection with the Services.

6.5 Security. Riot GEO shall take reasonable steps to protect personal data accessed in connection with the Services and shall treat such data as Confidential Information in accordance with Clause 2.10.

7.1 Setup Fees. The Client shall pay the applicable setup fee before Services commence. Setup fees are non-refundable unless otherwise agreed in writing.

7.2 Monthly Fees. Monthly fees are invoiced monthly in advance on or around the first day of each month and are payable within seven (7) days of the date of invoice. Monthly fees shall remain payable where Services are delayed, limited, or unable to be fully performed due to Client-side access issues, missing or incorrect credentials, delayed authentication, insufficient permissions, or failure by the Client to provide required access.

7.3 Automatic Payments. Riot GEO may offer automatic payment options through its payment providers. Where the Client uses automatic payment, the Client authorises payment to be taken in accordance with the applicable billing schedule.

7.4 No Set-Off. The Client shall pay all amounts in full without set-off, counterclaim, deduction, or withholding, other than any deduction or withholding required by law.

7.5 Currency & Taxes. All amounts are payable in GBP and exclusive of VAT or any equivalent sales tax, which shall be payable by the Client at the prevailing rate.

7.6 Late Payment. If the Client fails to make any payment by the due date, Riot GEO may charge interest and claim compensation on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend Services, withhold Deliverables, or restrict, suspend, or disable access to any systems, environments, or Deliverables until all overdue amounts have been paid in full.

7.7 Failed or Cancelled Automatic Payments. Where an automatic payment fails, is cancelled, or cannot be processed, the Client remains responsible for payment by the due date. Riot GEO shall not be responsible for any interruption to Services caused by failed or cancelled payment arrangements.

8.1 Unlimited Liability. Nothing in the Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be limited or excluded.

8.2 Exclusion of Certain Losses. Subject to Clause 8.1, Riot GEO shall not be liable for any: (a) loss of profits, revenue, or anticipated savings; (b) loss of business, contracts, traffic, rankings, visibility, enquiries, or opportunities; (c) loss of goodwill or reputation; (d) indirect, special, or consequential loss or damage; or (e) loss or corruption of data.

8.3 Cap on Liability. Subject to Clauses 8.1 and 8.2, Riot GEO’s total aggregate liability to the Client shall not exceed the total fees paid by the Client under the relevant Plan in the six (6) months immediately preceding the event giving rise to the claim.

8.4 Third-Party Services. Riot GEO shall have no liability for any failure, unavailability, error, defect, ranking decision, indexing decision, platform output, algorithm update, or act or omission of any Third-Party Service.

8.5 Backups. The Client shall be solely responsible for maintaining backups of all Client Materials, websites, systems, files, databases, and other data supplied to or arising from the Services, unless expressly agreed otherwise in writing.

8.6 No Search Guarantee. Riot GEO does not warrant or guarantee that the Services will result in improved rankings, AI search inclusion, increased traffic, increased enquiries, increased conversions, or any particular commercial outcome.

9.1 Termination by Riot GEO. Riot GEO may terminate the Agreement, or suspend provision of Services or Deliverables, with immediate effect by giving written notice if: (a) the Client fails to pay any sum due and such failure continues for fourteen (14) days after written notice of non-payment; (b) the Client commits a material breach not capable of remedy, or, if capable of remedy, is not remedied within thirty (30) days of written notice; (c) the Client repeatedly breaches the Agreement; or (d) the Client becomes insolvent, enters into liquidation, administration, or any arrangement with its creditors, or ceases or threatens to cease to carry on business.

9.2 Minimum Term. The Client may not terminate a Plan for convenience during the minimum term.

9.3 Termination After Minimum Term. After the minimum term, either party may terminate the Plan by giving not less than thirty (30) days’ written notice.

9.4 Effect of Termination. Upon termination: (a) Riot GEO shall cease ongoing monitoring, updates, support, and optimisation; (b) existing implemented structured data or GEO Data may remain in place; (c) Riot GEO shall not be required to maintain, update, monitor, or support any implemented data following termination; (d) the Client shall remain liable for all fees and expenses properly incurred or payable up to the effective date of termination; and (e) any setup fees or monthly fees already paid shall be non-refundable unless expressly agreed otherwise.

9.5 Access Removal. Upon termination, the Client shall be responsible for removing, rotating, or disabling any credentials or access provided to Riot GEO. Riot GEO may also remove its own access where technically possible.

9.6 Survival. Clauses intended to survive termination, including Clauses 5, 6, 7, 8, 9.4, 12, and 14, shall continue in full force and effect.

10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent caused by a Force Majeure Event.

10.2 The affected party shall notify the other as soon as reasonably practicable of a Force Majeure Event and its expected duration.

10.3 If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement by giving thirty (30) days’ written notice.

11.1 Any notice required to be given under the Agreement shall be in writing and delivered by hand, sent by pre-paid first-class post, or by email to the address specified in the Plan, Proposal, invoice, or other written communication, or such other address as either party may notify in writing.

11.2 Notices shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; and (c) if sent by email, at the time of transmission, provided no delivery failure notification is received by the sender.

12.1 Before commencing formal legal proceedings, the parties shall use reasonable endeavours to resolve any dispute promptly and in good faith.

12.2 If a dispute cannot be resolved through good faith discussions within thirty (30) days, either party may refer the matter to mediation under the CEDR Model Mediation Procedure, or such other mediation procedure as the parties may agree. The costs of mediation shall be borne equally by the parties.

12.3 If the dispute is not resolved within sixty (60) days after referral to mediation, either party may commence court proceedings.

12.4 The Agreement, and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.

13.1 Riot GEO may amend or update these Terms from time to time to reflect changes in law, regulatory requirements, Services, pricing, Plans, or business practices.

13.2 Where material changes are made, Riot GEO shall notify the Client in writing or by publishing updated Terms on its website.

13.3 Continued use of the Services by the Client following such notification shall constitute acceptance of the updated Terms.

14.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, discussions, or understandings. Each party acknowledges that it has not relied on any representation not expressly set out in the Agreement.

14.2 Assignment & Subcontracting. The Client shall not assign, transfer, or otherwise deal with its rights or obligations without prior written consent. Riot GEO may assign, transfer, or subcontract its obligations, provided it remains responsible for subcontractors’ acts and omissions.

14.3 Third-Party Rights. A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.4 Severability. If any provision is found invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14.5 Waiver. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict any further exercise of that right or remedy.