These are the terms and conditions (“Terms”) upon which 2Day 2Day Pty Ltd t/a Rank First (ABN 98 900 210 084) provides services to Clients (“Client” “you” “your”). By using Rank First’s services, you agree to be legally bound by and abide to the Terms, just as if you had signed this agreement. This agreement will commence from the time you engage us for our services and will continue until terminated in accordance with these Terms. These Terms apply generally to all of the services provided by Rank First, unless otherwise indicated.
2. Rank First Services
Rank First provides a range of services, mostly centred on search engine optimisation (“SEO”), search engine marketing (“SEM”), web design and development and copywriting. All services are provided in accordance with the Australian Consumer Law as it applies, and Clients of Rank First have the rights available under the Australian Consumer Law.
Should you engage us to undertake SEO of your website, Rank First shall optimise your website as per best practice techniques used in the industry.
You agree and understand that SEO does not provide any guaranteed results, as Rank First does not control the algorithms of search engines, and as such, results may vary depending on many factors including but not limited to your website setup, history and industry.
Should you engage us to undertake SEM, we shall setup and/or manage online advertising campaigns on your behalf and deliver Google paid search traffic to your website. If paid search traffic cannot be delivered to your website for any reason then we shall notify you in writing. We shall not be held liable for paid search traffic not being able to be delivered to your website.
You acknowledge that it may take time for your advertising campaign to be distributed through search engines. Rank First shall assume no liability, and you shall not be entitled to terminate this agreement, as a result of any such delays.
Costs associated with SEM campaigns may be charged directly by search engines. You authorise us to provide your credit card details to the search engines for this purpose and agree that we are not liable for fees charged directly by search engines. These fees will appear as separate charges on your bank statement and will not form part of our fee arrangement.
You agree that we are not responsible for any incorrect payments charged to you by third party search engines and that any inquiries or complaints regarding payment to search engines shall be communicated by you to the search engine’s customer service department directly.
Should you engage us to perform Copywriting services, we shall create or edit content on your behalf in accordance with your instructions and our Quote.
All quotes for content creation include 2 rounds of revisions. Any additional revisions shall be charged at an hourly rate of $130 per hour.
6. Initial Consultation
Rank First offers an initial 30 minute consultation free of charge so that we can gain an understanding of your business, vision and goals. Consultations are available by phone or email, or in person. During this consultation we will identify the services that Rank First can offer you to assist with your SEO, SEM and/or Website Copywriting objectives.
Rank First provides tailored services based upon the goals and objectives that Clients have communicated. After our initial consultation we will prepare a Quote that will detail the scope of work and price. All quoted prices are in Australian Dollars and exclude GST. Rank First quotes are open for 30 days after which time prices may vary. The quote document outlines your goals that will form the basis of the work.
The Quote does not include liaison or expenses associated with third parties such as graphic designers or web developers unless specified. Should you require us to liaise with third parties on your behalf, time spent on work done outside of the scope of the Quote will be charged at an hourly rate of $130.00.
Acceptance of our Quote should be indicated in writing, via email or the Quote is otherwise deemed accepted by you upon payment to us.
During the course of working together, the scope of the work may vary for a number of reasons, such as a change in Client preferences (including budget) or a change in Client goals. Where there is additional work that is outside of the scope identified in the Quote, additional costs will apply. Rank First will notify Clients of price variations as they are identified, prior to proceeding with the work and will only proceed with the additional work with Client approval.
9. Payments, Term and Cancellation
Rank First accepts payment via direct debit and bank transfer in Australian Dollars. You acknowledge and agree that we may process payments to us by way a third party debit payment system, and you shall provide your debit/credit card or bank account details for this purpose. You are responsible for paying any fees associated with credit card, PayPal or international transfers. Unless otherwise agreed, payment is required monthly in advance in accordance with your Quote. Where you are paying by direct debit, you authorise us to process your monthly payment in advance from your nominated credit/debit card or bank account.
We reserve the right to change our pricing structure at any time. Any change in pricing structure shall be notified to you 21 days in advance of any pricing change taking effect.
Your campaign, and any related payments, will automatically renew on a monthly basis unless written notice of your intention to cancel is received at least 10 business days prior to the date on which your next monthly payment is due (“Notice Period”). If you do not comply with the Notice Period you will be required to pay a cancellation fee. The cancellation fee is $100 and shall be debited from monies held on account with us, or otherwise payable within 5 business days (the “Cancellation Fee”).
Rank First reserves the right to cancel your campaign immediately upon a breach of these Terms, or otherwise upon 5 business days’ notice to you in writing at any time. Other than in relation to a breach of these Terms, should we cancel your campaign then we shall refund to you the balance of your monthly advance payment for the month in which your campaign was cancelled. Should we cancel your campaign due to a breach of these Terms then you must pay us the Cancellation Fee.
The obligation to pay survives cancellation or termination of this agreement.
10. Additional Costs
If you require us to engage third parties on your behalf, any third party fees will be itemised separately on an invoice and charged in addition to the amount stipulated in your Quote.
11. Late Payment
Rank First retains the right to charge interest on overdue accounts which will be charged at the rate of 10% p/a for the first 30 days and increases to 20% p/a for payments outstanding for over 30 days.
Rank First reserves the right to employ the services of a debt collector in the event that any payments remain overdue for 7 days or more. We reserve the right to recover our costs associated with recovering payments owed to us by you.
12. Your Commitment
The effectiveness of Rank First services depends upon your co-operation. At times, Clients may be requested to provide Rank First with information, assistance or content. In order to ensure timely delivery of your project, without impacting others, Rank First requests that Clients respond to requests in a timely fashion and in accordance with any time frames provided. Clients should also ensure that you provide as much information as possible to avoid protracted delays in making additional requests.
In the event that Rank First does not receive any response from a Client within 30 days of a request being made, the Client will be deemed to have terminated the services and will be charged for costs incurred by Rank First as at that date.
13. Lead Conversion
Rank First’s services are provided to assist you with delivering traffic to your website. Our services do not include sales or lead conversion and it is the responsibility of the Client to follow up on any leads that are generated from campaigns managed by Rank First.
14. Content Approval
Rank First will at times provide Clients with draft content for advertising campaigns or copywriting purposes. It is important that you review all content carefully as once it is approved, you are agreeing that you are satisfied with the content and that it does not contain any errors or omissions. By approving the drafts you agree that we have provided the services as requested.
By approving advertising content, or copywriting content, or otherwise by providing content to us for SEO, pay per click advertising management or copywriting purposes, you are providing a warranty that the content is not false or misleading, will not breach any copyright or intellectual property rights of others, and that the content will not breach any laws.
You agree to release Rank First from all liabilities that may arise in relation to any content provided to us, or created by us and approved by you, including any or all liabilities that may arise from the appearance of errors in any published material.
If you decide not to approve content created or edited by Rank First, or if we have created or edited content on your behalf and you do not confirm your approval to us within 3 business days of returning or publishing your content, you will be deemed to have approved our work and you are agreeing to release Rank First from any claims arising from the content.
15. Privacy and Confidentiality
Rank First values its Client’s privacy. We do not use third-party mailing lists and do not pass on any Client details to third parties unless requested to do so by our Client. In order to provide some of the services, Rank First will require access codes and passwords from you, which will be kept securely. All business related communications and commercially sensitive information will remain confidential between you and Rank First.
16. Intellectual Property
When you provide Rank First with content that you have already developed, the copyright and intellectual property rights remain with you. In order for Rank First to make changes to your content, the Client grants Rank First a limited licence to use, reproduce and edit all material provided to us for the purposes of providing the services described in the Quote.
When providing content (including but not limited to images, text, sound files or images) to Rank First to use, you are representing that you are the owner or have authority of the owner to use that image. You agree to indemnify Rank First from any claim for moral or ownership rights in relation to content provided by you. Rank First does not conduct searches of registered trademarks when creating logos or designs. It is the responsibility of the Client to ensure that the branding does not breach a registered trademark.
Rank First retains all copyrights in the reproduction or edited material until such time that payment is made in full. Upon payment of all outstanding fees owing to us, we grant all copyrights and intellectual property rights in the material to the Client in full on the condition of a limited right for Rank First to use Clients projects for its own promotional use unless a Non-Disclosure Agreement precluding this has been signed by Rank First.
17. Third Party Technology
Rank First uses third party technology platforms to conduct our services. Rank First is not responsible for technical issues that arise with that technology. This technology is not owned by Rank First, or you.
18. Warranties and Indemnities
At times we may suggest that Clients seek assistance from a third party provider. Any recommendations made by us are based on our opinion only. Rank First does not warrant the performance of any third party provider who is not contracted by us, and any engagement between you and any third party is on terms between you.
Rank First undertakes best efforts to proofread and fact check work submitted to the Client. However, Rank First provides no guarantees that all submitted work will be free of typographical, grammatical and factual errors.
Rank First maintains current anti-virus software on all of our systems. To the extent provided by law, we are not liable for any damages resulting from interference by third parties, the possession, use or malfunction of third party software or files including but not limited to property damage, loss of profits or goodwill.
Any forecasts and/or projections provided by Rank First are based on our experience and information available to us. I may discuss how we can assist you to meet goals and targets, through your content, but I do not provide guarantees as to specific results.
The Client agrees to indemnify Rank First for all costs arising from any claims made against us arising from a breach of these Terms. The costs do not have to have been incurred for this clause to take effect.
Neither Rank First, nor the Client will be liable for a breach of these Terms that arises from an act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond our reasonable control.
19. Liability and Indemnification
To the maximum extent permitted by law, Rank First and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors, employees or agents shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or profits, arising out of or in connection with our services. Further, Rank First shall not have any liability for any losses arising because your website has been penalised or blacklisted by search engines, or if our services are not operational or accessible.
You will at all times indemnify and hold harmless Rank First and its officers, employees and agents (“Those Indemnified”) from and against any loss (including legal costs or expenses) or liability incurred or suffered by any of Those Indemnified where such loss or liability was caused by:
- a breach by you of these Terms;
- any misuse of the services by you or any of your customers or third parties related to you;
- any wilful, unlawful, or negligent act or omission by you, or
- any infringement by you of any third party’s intellectual property rights.
Each indemnity under these Terms is a continuing indemnity and shall constitute a separate and independent obligation of you from your other obligations under these Terms and will survive the cancellation or termination of this agreement.
20. Delay is Not a Waiver
A failure or delay by either Rank First or the Client in exercising any right, power or remedy under this Agreement, shall not operate as a waiver of that right, power or remedy.
If any provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
22. Entire Agreement
The terms of this Agreement together with the Quote represent the entire terms of all agreements and understandings between Rank First and its Clients. In the event of a conflict between this Agreement and the Quote, the conflicting clause of this Agreement should be read to the extent that it is no longer inconsistent with the Quote.
23. Governing Law & Jurisdiction
This Agreement shall be governed by and construed under the laws of Victoria, Australia. Both Parties expressly consent to the jurisdiction of the Courts within the State of Victoria.