Terms of Business

We're excited to work with you and to help grow your online presence. Before we dive into the exciting world of SEO together, we want to be transparent about how we work. This page outlines our working relationship in clear terms. While the legal stuff below might look a bit formal, we've included it to make sure we're all on the same page and to protect both your business and ours.

The following terms and conditions apply to all services provided by Rankbrain Ltd to the Client.

"The Parties":
Rankbrain Limited (“the Agency”)
Your Company (“the Client”)

Rankbrain Ltd Terms of Business.

1. Interpretations
1.1. Terms referring to any gender apply to all genders. Terms referring to the singular also apply to the plural and vice versa.
1.2. References to statutory provisions include any amendments or replacements.

2. Outline of Agreement
2.1. This Agreement details the terms and conditions agreed between the Parties for the services provided by the Agency to the Client, hereinafter known as the “Project”.

3. Project Specification
3.1. The Client has agreed to retain the services of the Agency for an agreed amount of time, which was formulated based on a provisional Project specification as defined in the proposal which was reviewed and accepted by the Client.
3.2. The client may request a meeting to discuss amendments to the Project specification.
3.3. If the proposed amendments incur additional expenses, the Agency is entitled to seek further payment to cover these costs.
3.4. The Agency reserves the right to alter the provisional Project specification and subsequent allocation of the time paid for by the Client.

4. Fees
4.1. The Client will pay the agreed fees to the Agency as defined by the terms of the chosen day rate, which are detailed in the proposal.
4.2. The Agency will invoice the Client, and the Client will pay the invoice(s), including Value Added Tax (VAT) at the prevailing rate, according to the payment terms detailed on the invoice(s).
4.3. Invoices will be raised at the start of each billing period for that billing period's work. For ongoing services, the billing period will be monthly. For Digital PR, the billing period will be quarterly. For standalone project work, the full amount will be invoiced will on the day of formal project commission unless other formal arrangements are made and agreed to prior to this date.
4.4. The Client will make payments according to the terms stated on each invoice.
4.5. If the Client is late making a payment, the Agency reserves the right to charge interest under the Late Payment of Commercial Debts Regulations 2013 at the Bank of England base rate plus 8%, and add a fixed charge penalty as detailed by the regulations. These costs exclude any further legal or enforcement costs incurred by the Agency in obtaining payment.

5. Expenses
5.1. The Client may be required to reimburse the Agency for expenses incurred during the Project, including travel to the Client’s offices, purchase of computer consumables, and other reasonable expenses directly related to the Project.
5.2. The Agency will inform the Client in writing in advance if expenses have to be incurred during the Project.

6. Project Release
6.1. Upon termination of this Agreement, the Agency will cease all work related to the Project unless otherwise agreed in writing. The Agency may undertake additional paid work as requested by the Client, either directly or indirectly related to the completed Project, under the Agency’s standard terms of business.

7. Website Access, Data & Third-Party Data
7.1. The Client will provide access details (technical information, usernames, passwords) required for the Agency to provide the agreed service.
7.2. The Client will provide the Agency with the necessary levels of access and permissions required to perform the tasks outlined under this Agreement.
7.3. Where applicable and available, the Agency may request access details to third-party services used by the Client (e.g., Google Analytics, Google Search Console).
7.4. The Agency will not be responsible for any delays, missed milestones, or additional expenses incurred due to the late delivery or non-delivery of access and data by the Client.
7.5. The Agency utilises industry-standard password management solutions to store Client access credentials ("Passwords"). While we implement reasonable security measures through the use of premium password vault services, the Client acknowledges and accepts that no method of electronic storage is 100% secure. The Agency shall not be held liable for any damages, losses, or consequences, whether direct or indirect, arising from any unauthorised access to, theft of, or compromise of stored credentials, including but not limited to data breaches, cyber attacks, or system vulnerabilities beyond our reasonable control. The Client assumes all risks associated with providing such credentials to the Agency and should maintain their own secure backup of all passwords and access information.

8. Notice
8.1. Any notice given by either party under this Agreement shall be served on the other party and addressed to that party’s signatory by email.
8.2. Notices shall be deemed effectively served upon receipt.
8.3. The notice period required for termination of services is directly linked to the Client's selected day rate. Notice must be served in full and continues to be billable at the agreed day rate until the notice period expires.

9. Confidentiality
9.1. Both parties shall keep confidential all information marked “Confidential” or reasonably judged to be confidential, disclosing them only to employees or contractors as necessary for performing the Project. Such information shall not be disclosed during the Project or for 1 year after completion, except as required by law or court order. Information marked as a “Trade Secret” shall not be disclosed during or after the expiry of this Agreement, except as required by law or court order.
9.2. The Agency shall not use, reuse, collate, or aggregate any proprietary data from the Client’s website, server, or third-party services to benefit the Agency or any current or future clients.
9.3. The Agency reserves the right to collect non-confidential data pertaining to the Project outcomes in order to build a cae studyaround the work provided.

10. Credits and Publicity
10.1. The Client may refer to their working relationship with the Agency for press and publicity purposes after receiving the written approval of the Agency regarding the content.
10.2. The Agency may refer to their working relationship with the Client for press and publicity purposes.

11. Intellectual Property Rights
11.1. The Client warrants that they own all intellectual property in any content and materials provided to the Agency or have secured the appropriate licenses, clearances, or consents.
11.2. Intellectual property includes, but is not limited to, copyright, trademarks, service marks, design rights, trade dress, database rights, domain names, topography, and underlying code.
11.3. Neither party shall claim the other party’s content, materials, services, or intellectual property during or after this Agreement.
11.4. Neither party shall claim or register trademarks, company names, or domain names materially similar to the other party’s, except as requested by the Client to prevent third-party registration. In this case, the Client will reimburse the Agency for registration costs, and the Agency will transfer all registration details to the Client upon payment of fees and signing of the Project Release Form.

12. Warranties
12.1. The Client confirms, to the best of their knowledge and belief, that the content and materials supplied for the Project are not blasphemous, defamatory, or obscene and do not breach any applicable law or regulation.

13. Indemnities and Limitation of Liability
13.1. Neither party shall be liable to the other for any loss of business, contracts, profits, anticipated savings, or any indirect or consequential loss.
13.2. The Client agrees to indemnify the Agency against any claims, damages, losses, costs, and expenses related to the content and materials provided by the Client, including claims for breach of law or intellectual property rights.
13.3. The Client acknowledges it is their responsibility to ensure their website does not infringe the laws of any jurisdiction within which it is promoted.
13.4. The Agency agrees to indemnify the Client against any claims, damages, losses, costs, and expenses related to breaches of clauses 9 and 11 committed by the Agency.
13.5. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party.

14. Search Engine Changes / Updates
14.1. The Agency cannot control or influence changes to search engine algorithms and thus cannot be held liable for any negative impact caused by such changes. The Agency will use its expertise to minimise negative impacts and maximise positive outcomes.
14.2. Performance Disclaimer: The Agency strives to provide high-quality services; however, it does not guarantee specific results regarding leads, conversions, or business performance through its services. The effectiveness of these strategies may vary based on numerous factors outside of the Agency’s control, including changes in search engine algorithms, market conditions, and competitor activities. Therefore, the Agency holds no responsibility for achieving any particular outcome or performance metric.

15. Termination
15.1. Either party may terminate this Agreement immediately if:
15.1.1. The other party commits a serious, grave, or material breach or persistent breaches of this Agreement, including non-performance, default, or neglect, and
15.1.2. Such breach remains unremedied for 60 days from written notice.
15.2. This Agreement may also be terminated if either party: (a) Cannot pay or has no reasonable prospects of paying their debts amounting to or exceeding the bankruptcy level under the Insolvency Act 1986, or (b) Becomes subject to an administration order or goes into liquidation (other than for amalgamation or reconstruction), or (c) Has a receiver appointed for any property or assets, or (d) Ceases or threatens to cease business, or (e) Makes any voluntary agreement or enters a compromise for the benefit of creditors, or (f) Fails to make payment as per this Agreement.
15.3. The Client may terminate their Agreement for convenience according to the notice period dictated by the chosen day rate, pursuant to the terms of clause 8.
.15.4. Upon termination, the Client will pay all outstanding invoices and any interest due. If the Agency has not invoiced the Client, the Agency will issue an invoice for all unpaid work including the notice period, which the Client must pay within 14 days upon receipt.
15.5. Any unpaid Project work remains the property of the Agency and must be returned. The Client shall not retain any copies of the returned Project work.
15.6. Termination shall not affect any rights accrued by either party before termination or those provisions intended to survive termination, including clauses 9, 11, 19, and this clause.

16. Assignment
16.1. Neither party may assign or transfer this Agreement or any rights, duties, and obligations without prior written consent from the other party.

17. Force Majeure
17.1. Neither party shall be liable for delays or failures to perform obligations due to circumstances beyond their control, including Acts of God, war, civil disorder, or industrial disputes. If such delay or failure continues for 60 days, the unaffected party may terminate this Agreement by written notice.

18. Joint Venture or Partnership
18.1. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. Neither party has the authority to bind the other or create liability against the other.

19. Client Responsibility
19.1. To ensure our services align with the Client’s business objectives, it is the Client’s responsibility to inform the Agency of any business leads, conversions, or feedback at least once per month. This information is essential to enable the Agency to adapt strategies based on actual outcomes. The onus is on the Client to provide commercial feedback tothe Agency.

20. Non-Solicitation
20.1. The Client agrees not to solicit or induce any of the Agency’s employees to leave their employment, either directly or indirectly, to work on a freelance or consultancy basis or be directly employed by the Client during the Project and for six months after its completion.

21. General
21.1. Failure by the Agency to enforce any accrued rights under this Agreement is not a waiver of those rights unless acknowledged in writing.
21.2. The clauses of this Agreement shall be read independently. If any part is found invalid, it shall not affect the remaining clauses.
21.3. Any additions or modifications to this Agreement must be in writing and signed by both parties.
21.4. This Agreement constitutes the entire agreement between the parties, superseding any previous written or oral agreements.

22. Jurisdiction
22.1. This Agreement shall be interpreted, construed, and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.