SERVICE AGREEMENT

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:

Signing and returning a Proposal or quote to the Contractor, either electronically or physically via post.
Providing an authorised Purchase Order from the Client’s company.
Signing and returning this Agreement to the Contractor, either electronically or physically via post.
Written verification via email, letter, SMS, or other message service.
Verbal confirmation on the phone, via Zoom or video call, or in person.
The Contractor will accept the engagement, subject to these Terms and Conditions, unless otherwise notified. The Service will commence in line with the Service schedule or upon acceptance of the engagement by the Contractor.

Proposal

If the Contractor provides the Client with a proposal for the Service, the proposal:

Covers the inclusions specified in the proposal and is subject to change upon mutual agreement to amend the inclusions or specifications.
Does not include GST.
Does not include any extra costs, fees, or expenses not listed.
Is valid for 30 days from the date of issuance unless otherwise agreed by the Contractor.

II. Services

The Contractor may provide the following Services to the Client, subject to specific terms and conditions:

The Client acknowledges that:

Electronic services are subject to interruption and breakdown, and non-electronic services are subject to disruption.
Services will not be error-free or uninterrupted, and access to the Service and its operation will not be error-free or uninterrupted.
The Contractor reserves the right to continue providing the Services and/or invoicing the Client in the event of any disruption, except those caused by the Contractor’s negligence or wilful acts or omissions.

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

1. 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.
2. The Contractor works to achieve outcomes and goals rather than focusing on hours worked.

2. Days of Service

1. Services will be available from Monday to Friday, excluding Australian public holidays.
2. 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

1. 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

1. 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.
2. 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:

Text/Copy: Microsoft Word or Rich Text.
Tables: Microsoft Excel.
Images: High resolution (JPEG, PNG).
Logos: Vector format (Illustrator EPS/AI).
Diagrams/Maps: Vector format (AI) or JPEG.
Access to current website and database via SSH, FTP, and/or CMS/hosting control panel login (if required).
Brand style guidelines (if applicable).
Additional costs may be charged if Client Content is not provided in the appropriate format or in a timely manner.
1. The Client warrants that the materials provided will not breach any third-party rights or compromise security.
2. Additional costs must comply with the agreement modification process as stated below

Purchase of Images, Fonts, Audio, or Video
1. 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.
2. 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).
3. 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.
4. Standard stock images will be charged according to our current stock image rates.
5. 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.
6. 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.
7. 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

1. Any changes to the Proposal during the course of engagement will be treated as a Variation. The Contractor reserves the right to halt work and review Service costs.
2. The Contractor will issue a Variation Notice for modifications and associated costs and will not proceed without written approval. Additional Costs will be invoiced separately at current Professional Hourly Rates.

Variation Examples:

Costs for commercial fonts, photography, audio and video;

Additional Service management time;
Unplanned delays in obtaining approval, Client Content or feedback resulting in the contractor
Having to reschedule services, staff or facilitate continuance;
Third-party services requested by you, such as video production and editing, outsourcing of the same, or hiring staff on a permanent or part-time basis to conduct this service.

Additional Cost Examples:

Content not in the appropriate format.
Extra workshops or workshops requiring additional hours;
Requested additional design concepts/alterations;
Requested changes to the design after final approval has been requested or provided;
Uploading and styling/layout of additional Client Content;
Additional meetings and travel time.

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:

Service Brief: A comprehensive outline of the services to be provided.
Keyword Recommendations: Suggestions for optimising search engine performance.
Local SEO Report: Insights and strategies for improving local search visibility.
On-page SEO Report: Analysis and recommendations for on-page optimisations.
Ad Text: Content for advertising campaigns.
Ad Targeting: Strategies for targeting specific audiences.
Ad Creative: Visual elements and designs for advertisements.
Updated Design Concepts: Revisions and updates to chosen design concepts.
Conversion Tracking Code: Implementation for monitoring and analysing conversions.
Landing Page or Website Development: Creation or enhancement of web assets.
Completed Design: Finalised designs for approval.
Variation Notices: Notifications of any changes or variations.
Other Items: Any additional items requiring your approval.
Upon receipt of any Approval Item, you are required to provide written confirmation of acceptance or rejection. Failure to respond within 5 business days will be considered as acceptance. Acceptance indicates the completion of the Approval Item without further amendments, allowing for the progression to the next stage of services.

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 of services, Client may refer to the pricing page found in the Contractor’s website found at https://dentalrank.com.au/pricing/ as it is used as reference for any and all pricing and variations.

During the calculation of fees, it is important to note that

The Professional Hourly Rates may change from time to time.
The contractor will perform the Services as specified in the Pricing Structure or as agreed in writing with the client, utilising the specified providers and/or platforms, for the specified term.
The contractor reserves the right to reallocate approved pay-per-click budgets between different approved marketing platforms (Google, Facebook, Instagram, LinkedIn) or strategies (demographic targeting/remarketing) based on the effectiveness of the Digital Marketing Campaign in order to maximise results.
Refunds will not be issued for paused Digital Marketing Campaigns or overpayment, a credit note may be issued at the contractor’s discretion.
Travel time is not included in our quotations as video meetings are our preferred method as it is appropriately set up for meetings and presentations.
If you would prefer meetings at your office or any other location, additional fees may apply.
The contractor reserves the right to charge Additional Costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which the contractor is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.

VIII. Payment Agreement

Alongside the calculation of fees, payment for the services provided by the contractor are subject to the following terms:

1. Set Payment Schedule and Method

1. Payment shall be debited on the first day of the engagement, with the same date recurring each month for the duration of the agreement.
2. Fees shall be paid via direct debit set up on the Client’s card via Stripe.
3. If needed, default payment date may be modified or divided into smaller installments prior to a written agreement between Contractor and Client.
4. Payments for advertising spend will be directly debited from your credit card via the ads platform.
5. Billing details for these payments will be accessible through the dashboard and will also be emailed to you monthly.

2. Campaign Continuity

1. 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.
2. 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.

3. Invoicing and Additional Charges. The contractor may issue invoices for the following:

1. Payment as indicated in our Pricing Structure or estimate;
2. Additional Costs on an ad hoc basis as agreed verbally or in writing;
3. Any payments charged to the contractor in error that were the responsibility of the client;
4. Interest on overdue payments will be charged at a rate of 10% per annum, calculated daily and charged monthly.
5. 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.

IX. 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.

1. Advertising Platform Issues

1. 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.

2. Third-party Connection Problems

1. 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.

3. Legal Actions

1. Any legal action taken by third parties due to ads approved by the client shall not render the contractor liable for the consequences thereof.

4. Competitor Searchability

1. 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.

5. Website Hacking

1. 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:

1. Initial Commitment

1. 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.

2. Notice of Termination

1. 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.

3. Breach of Terms by Client

1. 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:

provide a reasonable amount of notice to the other Party of the proposed disclosure;
consult with the other Party as to the form of the disclosure; and
take all reasonable steps to maintain such Confidential Information in confidence.

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

SEARCH ENGINE OPTIMISATION (SEO)

Our Search Engine Optimisation Services include:

Keyword research & recommendations

Local SEO analysis

On-Page SEO enhancements

Copywriting & content generation

Google Analytics setup

Conversion tracking code implementation

Google Search Console setup

Link building

Local citations

Monthly progress reporting

Exclusions:

Advanced conversion tracking requiring website development

Landing page or website development

Website maintenance & security updates

New website migration

SEARCH ENGINE ADVERTISING (SEA)

Our Search Engine Advertising Services encompass:

Keyword research & recommendations

Google AdWords setup

Google Analytics setup with conversion tracking

Text ad copy creation

Bid and ad targeting management

Ongoing campaign optimisation

Web development & landing pages

Monthly progress reporting

Exclusions:

Website development

Mid-campaign strategy changes

DISPLAY ADVERTISING

Our Display Advertising Services entail:

Display banner creation

Google AdWords setup

Conversion tracking and remarketing tags setup

Target audience and placement targeting

Ongoing campaign optimisation

Landing page or website development

Monthly progress reporting

Exclusions:

Website development

Mid-campaign strategy changes

SOCIAL MEDIA ADVERTISING

Our Social Media Advertising Services include:

Facebook ad creation

Facebook ad account setup

Conversion tracking setup

Facebook pixel implementation

Target audience setup

Ongoing campaign optimisation

Monthly progress reporting

Exclusions:

Website development

Facebook community/page management

Integration with 3rd party platforms

Mid-campaign strategy changes

SOCIAL MEDIA MANAGEMENT

Our Social Media Management services comprise:

Social media review & strategy development

Content creation & client engagement

Social media analytics

Social media policy

WEBSITE DESIGN & DEVELOPMENT

Our Website Design and Development services include:

Planning & strategy

Wireframe design

Graphic design

Website development

CMS & plug-in updates

Website security & SSL certificate

Exclusions:

Website hosting

Copywriting

Apps & plug-ins

Subscriptions

Third-party software fees

XIII. Service Terms and Conditions

All services above is subject to the following terms and conditions

1. Archiving and Retrieval

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.

2. Disbursements

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.

3. Warranty Disclaimer

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.

4. Limitation of Liability

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.

5. Indemnity

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.

6. 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.

7. Confidentiality

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.