In this Service Agreement (the “Agreement”), Dental Rank shall hereby be referred to as Contractor, (the “Contractor”) while clients who will be engaging with the contractor and utilise the services shall be deemed as the client, (the “Client”).
This Agreement outlines the framework under which the contractor will perform work for the client. They are applicable each time the client requests services from the contractor.
This Agreement details the services provided and the expectations clients should have and thus, the client is expected to review this agreement before engagement of services.
Compliance with these Terms and Conditions is required for the use of the contractor’s services. The contractor reserves the right to amend these Terms and Conditions at any time without prior notice.
By engaging the contractor’s services, the client agrees to these terms.
I. Initial Engagement
The Client may engage the Contractor to carry out a Service by:
Proposal
If the Contractor provides the Client with a proposal for the Service, the proposal:
II. Services
The Contractor may provide the following Services to the Client, subject to specific terms and conditions:
The Client acknowledges that:
III. Service Delivery Process
The Client acknowledges that these are the service delivery terms to be carried out throughout the engagement.
1 .Hours of Service
a. All services will be carried out between 9:00 am and 5:00 pm (Sydney Time), Monday to Friday, excluding public holidays and the two-week closure over the December/January holiday season.
b. The Contractor works to achieve outcomes and goals rather than focusing on hours worked.
2. Days of Service
a. Services will be available from Monday to Friday, excluding Australian public holidays.
b. Contractor observes a two-week closure over the December/January holiday season, which will be communicated to the client two weeks in advance.
3. Location of Service
a. The Contractor’s team is located in various locations within Australia, as well as in the Philippines but holidays and working hours are aligned with Sydney, Australia time zone and calendar.
4. Passwords and Security
a. The Contractor will manage and control passwords and the security of the Client’s websites and data using LastPass. Passwords will be encrypted and not visible to anyone, with the app entering the data without displaying the password.
b. The Contractor also has the capability to remove a user’s access to all sites with one click if needed.
Content and Materials
The Client must supply all required materials and content (Client Content) in the following digital formats unless otherwise specified in writing:
a. The Client warrants that the materials provided will not breach any third-party rights or compromise security.
b. Additional costs must comply with the agreement modification process as stated below
a. Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio, or video. You can provide stock images, commercial fonts, audio, or video, or the Contractor can purchase them on your behalf.
b. When any stock images or commercial fonts are purchased on your behalf, the Contractor will be the license holder and the image or font can only be used under the terms of the license(s).
c. You indemnify and agree to keep the Contractor, its directors, officers, and employees indemnified, against all losses arising out of the breach of these licenses.
d. Standard stock images will be charged according to our current stock image rates.
e. We will use free stock images and supplied images where possible. Costing for any font, photography, audio, or video required will be provided for approval separately via a Variation Notice.
f. Images purchased from platforms such as Canva and Envato are obtained under license and assigned specifically for the project. These images are not to be used for any other purpose or without permission or license from the owner.
g. Ownership of the finished photography, audio, or video will be transferred to you upon full payment of all issued invoices. The purchase of stock images and video is included in marketing retainers.
IV. Agreement Modifications
Should the memorandum need to be ratified to include additional services or other changes, it can be accomplished through an agreement modification process. This process necessitates the mutual consent and formal acknowledgement of both parties involved. Any amendments must be documented in writing and signed by both the Contractor and the Client to ensure that all changes are clearly understood and agreed upon. This ensures transparency and maintains the integrity of the original agreement while accommodating the evolving needs of the services provided.
Modifications may be done should the following be needed.
Variations and Additional Costs
Variation Examples:
Costs for commercial fonts, photography, audio and video;
Additional Cost Examples:
NOTE: Even with agreement modifications, the contractor requires that once the client approves the list of key phrases for optimisation and use in the provision of the Services, no changes can be made to that list during the duration of the Services.
V. Approval and Implementation
Your approval and implementation are vital for the successful execution of various items outlined in this Memorandum of Agreement (MOA). These include:
VI. Scheduling, Production, and Service Management
Should the contractor deem it necessary, a production schedule will be developed for efficient service delivery. Reasonable efforts will be made to adhere to this schedule. Delays in your approval, implementation, provision of Client Content, or feedback may necessitate adjustments, potentially impacting delivery deadlines or incurring additional costs as outlined in Variation Notices. Timely cooperation is essential for optimal project management and timely completion of services.
VII. Calculation of Fees
If the Fees are not specified (in a Purchase Order, Pricing Structure or otherwise) at the commencement of the Service, then the contractor will charge you at the Professional Hourly Rates for all work that the contractor carries out for you in the course of the Service.
For pricing and service bundles, the Client may request a customised quote following a discovery call with the Contractor. All pricing will be determined based on the Client’s specific goals, requirements, and agreed service inclusions.
During the calculation of fees, it is important to note that
VIII. Payment Agreement
Alongside the calculation of fees, payment for the services provided by the contractor are subject to the following terms:
a. Payment shall be debited on the first day of the engagement, with the same date recurring each month for the duration of the agreement.
b. Fees shall be paid via direct debit set up on the Client’s card via Stripe.
c. If needed, default payment date may be modified or divided into smaller installments prior to a written agreement between Contractor and Client.
d. Payments for advertising spend will be directly debited from your credit card via the ads platform.
e. Billing details for these payments will be accessible through the dashboard and will also be emailed to you monthly.
2. Campaign Continuity
a. Digital Marketing Campaigns operate on a calendar month basis. Payments must be received by the 7th of the month to ensure the continuation of the campaign within that month.
b. The contractor reserves the right to pause services and advertising campaigns if payment has not been received within 30 days of the invoice issue date.
a. Payment as indicated in our Pricing Structure or estimate;
b. Additional Costs on an ad hoc basis as agreed verbally or in writing;
c. Any payments charged to the contractor in error that were the responsibility of the client;
d. Interest on overdue payments will be charged at a rate of 10% per annum, calculated daily and charged monthly.
e. In extreme circumstances, debt collection fees incurred by the contractor due to non-payment will be passed on to the client to ensure the contractor is not out of pocket.
X. Non-Liability
Should services and the service delivery rendered by the contractor to the client be disrupted by the situations stated below, the contractor is not liable for any effects on service scheduling, production or any and all kinds of delays.
a. In the event that advertising campaigns are paused by the advertising platform (Meta/Google etc.) due to declined payment, non-compliance with advertiser terms and conditions outside of their control, disapproved ads due to client actions, or similar occurrences, the contractor shall not be held liable for any resulting consequences.
a. Should broken connections occur with ad accounts and CRM, or other third-party connections such as Lead Automation tools, Zapier, IFTTT, causing lead flow to cease due to events beyond their control, the contractor shall not bear responsibility for the resulting disruptions.
a. Any legal action taken by third parties due to ads approved by the client shall not render the contractor liable for the consequences thereof.
a. In the case of competitors experiencing issues with their ads appearing during searches of their company name, the contractor shall not be held responsible for any legal actions resulting from such occurrences.
a. In the event of the account being hacked due to issues outside their control, such as insufficient housekeeping and security measures on the part of the client concerning past users added to their ad accounts or website/ hosting/CPanel/DNS, the contractor shall not be held liable for any damages or losses incurred.
X. Termination of Agreement
Termination of this agreement is deemed valid should any or all of the instances stated below arise:
a. The parties hereby agree to be bound by this Memorandum of Agreement for an initial period of three (3) months from the effective date of this agreement. Upon the completion of the initial period, this agreement shall automatically transition to a month-to-month basis, subject to the terms and conditions herein.
a. Either party may terminate this agreement by providing one (1) full month’s notice in writing. The notice period shall commence from the date of receipt of the written notice. In the event of termination, even if such termination occurs in the middle of a billing cycle, the terminating party shall remain responsible for one additional payment covering the subsequent billing period.
a. The Contractor reserves the right to terminate this agreement immediately without any repercussions or liabilities if the Client breaches any of the terms and conditions outlined herein.
XI. Confidentiality Agreement
Each party agrees to keep confidential and not to use or disclose, except as permitted by these terms and conditions, any Confidential Information of the other party. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Purchase Order or Pricing Structure.
This obligation of confidence extends to Confidential Information obtained by a party before entering into this agreement. The obligation of confidence as set out above does not apply to Confidential Information to the extent that is required to be disclosed by law or the rules of any stock exchange on which the recipient’s securities are listed, provided that the recipient discloses the minimum amount of Confidential Information required to satisfy the Law or rules.
When the Party is required to disclose the other Party’s Confidential Information as set out above must:
Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
XII. Services
1. SEARCH ENGINE OPTIMISATION (SEO)
Our Search Engine Optimisation Services include:
Exclusions:
2. SEARCH ENGINE ADVERTISING (SEA)
Our Search Engine Advertising Services encompass:
Exclusions:
3. DISPLAY ADVERTISING
Our Display Advertising Services entail:
Exclusions:
4. SOCIAL MEDIA ADVERTISING
Our Social Media Advertising Services include:
Exclusions:
5. SOCIAL MEDIA MANAGEMENT
Our Social Media Management services comprise:
6. WEBSITE DESIGN & DEVELOPMENT
Our Website Design and Development services include:
Exclusions:
XIII. Service Terms and Conditions
All services above is subject to the following terms and conditions
The contractor will make reasonable efforts to store or archive all electronic files used in producing your Service. However, there is no guarantee that these files can be retrieved in the future. Upon launch, archiving and copies become the Client’s responsibility. The contractor can provide this service upon Client request for an Additional Cost.
Disbursements are not included in Fees. If the contractor incurs expenses during the Service, these will be charged as Additional Costs. Examples include Facebook/Google Advertising Spend, plugin/theme costs, consumables, and social media monitoring at events.
This Agreement does not exclude rights, guarantees, or warranties under legislation, including the Australian Consumer Law. However, to the fullest extent allowed by law, the contractor disclaims all warranties regarding the Services, except for non-excludable provisions.
The contractor is not liable for third-party faults, indirect losses, or exceeding the amounts paid for Services. No guarantees are made regarding marketing success. Liability for breaches is limited to specific remedies as per the agreement.
The Client indemnifies the contractor against losses from breaches, negligence, or improper use of Services, excluding lawful use. This includes breaches of third-party Intellectual Property.
All Intellectual Property Rights remain with the contractor. The Client receives a license for specific use. Supply of raw/editable files is at the contractor’s discretion and may incur Additional Costs. Stock images and commercial fonts remain contractor property.
Both parties agree to keep Confidential Information confidential, except as permitted. This includes not disclosing these terms, purchase details, or pricing. Exceptions apply when disclosure is required by law, with prior notice and consultation. Both parties must take steps to safeguard Confidential Information.
XIV. Execution of Agreement
This agreement becomes effective upon the engagement of Contractor’s services. By engaging in their services, both parties acknowledge their understanding and acceptance of the terms and conditions outlined in this agreement, and shall remain binding unless terminated as per the provisions outlined herein.
