TERMS AND CONDITIONS

1. PERFORMANCE LEVELS

1.1 The Customer acknowledges that:

1.1.1 rankONE is unable to guarantee first page rankings in Google Australia;

1.1.2 rankONE guarantees an improvement of base search engine ranking positions from initial implementation within 30-45 days;

1.1.3 rankONE is unable to guarantee improved traffic or sales to the Customer’s website(s).

2. EXCLUSION OF LIABILITY OF RANKONE

2.1 To the fullest extent permissible by law, rankONE shall not be liable to the Customer for any damages, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss of use of facilities or equipment), or any other damages whether arising from the negligence of rankONE or otherwise. Where liability cannot be legally excluded, the liability of rankONE shall be limited to the cost of supplying the Services again.

2.2 The Customer agrees to indemnify rankONE, its subsidiaries, affiliates, officers, agents and partners and its and their respective employees from and against all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys fees and disbursements and court costs) by any third party claim for damages arising out of or in any way connected with the supply of Services by rankONE to the Customer, including without limitation any direct, indirect, special, punitive, incidental or consequential damages (including but not limited to damages for loss of business profits, business interruption, loss of programs or information, loss of goodwill or loss of use of facilities or equipment), or any other damages whether arising from the negligence of rankONE or otherwise including any claims arising from or in connection with the Customer’s information and the Customer’s use of rankONE Services.

2.3 The exclusions and indemnities in clauses 2.1 and 2.2 above apply to but are not limited to the following instances:

2.3.1 malfunctioning of the Website or any part of it;

2.3.2 copyright infringements and any other infringements of intellectual property rights including but not limited to patents and confidential information caused by materials submitted by the Customer.

2.3.3 URLs dropped or excluded by a search engine for any reason;

2.3.4 acts or causes beyond rankONE’s control, including but not limited to acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters;

2.3.5 failure of URLs to achieve specific positions within Google Australia;

2.3.6 the use or the results of the use of the materials available through the rankONE Services from third parties or otherwise not being correct, accurate, timely or reliable;

2.3.7 loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of rankONE;

2.3.8 unavailability, malfunction or interruption of services; and

2.3.9 changes made by rankONE to the Customer’s website.

3. FEES AND PAYMENTS

3.1 There are no refunds available on Services by rankONE.

3.2 The Customer agrees that rankONE may charge the credit card or direct debit for any additional amounts (including taxes and late fees, as applicable) as may be accrued in connection with rankONE’s charges.

4. TERMINATION

4.1 Subject to clause

4.2, Both rankONE and the Customer may each terminate the Agreement at the expiration of the Period by giving written notice of its intention to do so at least 30 days before the end of the Period. If neither party gives notice of intention to terminate, the Agreement will continue for a further Period on the same terms and conditions unless it has been agreed in writing between the parties that the Agreement shall not run for a further Period in which case the Agreement shall continue from month to month until terminated by either party on one month’s notice.

4.2.1 rankONE may give the Customer written notice of variation of the Agreement (including the fees and charges of rankONE) and the variation(s) will take effect 14 days after such notice is given but never any earlier than the expiration of the Period of the Agreement. If notice of variation is given, the Customer may terminate the Agreement by giving written notice to rankONE within 14 days of receiving notice of variation, such termination to take effect when the variation would have taken effect save for the termination by the Customer.

4.3 rankONE may terminate the Agreement immediately by written notice to the Customer where the Customer:

4.3.1 becomes bankrupt, or insolvent, or becomes subject to external administration; or

4.3.2 commits a substantial breach or default under the Agreement; or

4.3.3 repudiates the Agreement; and if rankONE does give such notice, the Customer must pay rankONE the sum of all monies due and payable but unpaid which includes any balance of a lump sum amount.

PPC TERMS

This schedule provides additional specific terms and conditions for the provision of PPC Services by rankONE. Where the terms and conditions in this Schedule are in conflict with any other terms, the terms and conditions in this schedule will prevail in accordance with clause 2.3 of the Terms and Conditions.

1. There is a minimum three month term for the supply and charging of PPC Services by rankONE to the Customer.

2. Fees

2.1 The fee for PPC Services is stated in the Customer Proposal as a base monthly fee plus GST payable in advance.

2.2 The first monthly fee plus GST is payable on setting up the account and payable monthly thereafter.

2.3 Monthly fees will be calculated as the base monthly fee stated in the Customer Proposal plus GST per month or a specific percentage of the total Adwords spend, whichever is greater. Adjustments for amounts greater than the monthly fee will be made at the end of each month and be payable on the next invoice issued to the Customer.

3. rankONE will offer a managed Adwords service with the following provisions:

3.1 rankONE will setup a new Adwords account for the Customer.

3.2 rankONE will provide the Customer via Google Analytics with access 24/7 to reporting and campaign date.

3.3 rankONE will endeavour to spend the predetermined Google click cost budget each month. rankONE will not be liable for any under or over spend.

3.4 The Customer is liable for all Adwords charges generated from the Adwords account.

4. Payment

4.1 All fees are payable monthly in advance.

4.2 All fees including Click costs payable to Google shall be paid by the Customer either by:

4.2.1 the provision of a credit card by the Customer to rankONE that can be used to pay Google click costs directly to Google up to a defined spending budget as confirmed by the Customer together with the fees of rankONE; or

5. Termination of service After the initial three month term, to terminate the PPC services, the Customer has to give at least one month’s notice in writing of termination and if notice is given during a calendar month, the notice will be deemed to have been given on the last day of that calendar month and the Customer will be liable for the cost of the Services to the expiration of the notice period.