Please read the following Terms and Conditions carefully before agreeing to use our services. Your access to and use of the service is conditional on your acceptance of and compliance with these terms.

• Description of Service: Rank Media (“We”) provides a range of online marketing services to businesses (“Clients” or “You”), including, though not limited to [insert services offered]
  
  
• Acceptance of Terms: These terms shall apply to and be incorporated in the contract. Any variation of the contract shall be in writing and signed by or on behalf of the client and Rank Media. The Terms will apply on the date of the written acknowledgement provided by Rank Media and the services will commence within the agreed time thereafter. The terms will continue to apply until the completion of the services provided and for the duration of contract length.
  
  
• Modification of Terms: Rank Media reserves the right to modify or replace the terms at any time. If the alterations constitute a substantial change to the Terms, we will notify you in writing (including via email) 14 days prior to the changes. What constitutes a substantial change will be determined at Rank Media’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications.
  In addition, our Services may be interrupted from time to time as a result of equipment malfunction, as well as updates, maintenance and repairs of our systems that are outside the control of Rank Media. Rank Media reserves the right to suspend or discontinue the availability of any Service at any time and without prior notice.
  
  
• Our Responsibilities: As part of our service, we are responsible for taking reasonable endeavours to provide the agreed Services in accordance with the signed Contract and to deliver them by any agreed dates. Although, the Client accepts that such timescales are estimates only. Accordingly, Rank Media shall not be liable for any delays in the provision of the Services.
  
  
• Client Responsibilities: In addition to paying the charges, you must ensure one point of contact is available during business hours, providing any information or content upon request so we can carry out our services effectively. You are also fully responsible for any technical changes that you or a third party make to your website and any related platforms, including the incorrect installation of tracking code. We are not responsible for any issues or damages as a result of failures to meet any of the Client responsibilities.
  
  
• Charges and Payment: In exchange for the Services provided by Rank Media, the client shall pay Rank Media the exact charges agreed in the signed contract on or before the specified payment dates, and these charges should be made without set-off or withholding. In addition to the Charges, the Client shall pay Rank Media, Value Added Tax (VAT) and/or any other applicable sales taxes at their respective rates. Unless and to the extent otherwise agreed, the Client shall pay each invoice submitted to it by Rank Media in full, and in cleared funds by Direct Debit. In the event that the Client’s business is acquired or receives new ownership, the Charges must still be paid by the Client. These charges stand independently from agreements you make with any third parties, such as advertising platforms. Therefore, the charges must be paid regardless of the advertising spend being paid to those platforms.
  Without prejudice to any other right or remedy that Rank Media may have, if the Client fails to pay Rank Media on the due date, we may suspend all Services until payment has been made in full. Rank Media also reserve the right to charge interest on late payment at a rate of 4% above the base rate.
  All payments payable to Rank Media under the contract shall be due immediately upon termination of the contract, despite any other provision. This term is without prejudice to any right to claim for interest under the law, or any such right under the contract.
  
  

1. Cancellation: Either the client or Rank Media may terminate this agreement by giving notice of [insert notice period-1 complete billing month?] unless the agreed contract states otherwise.
   Without prejudice to the agreed contract, the agreement shall terminate, in the following circumstances:
2. There is a material breach of the terms and obligations of this agreement from either party and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other party;
3. The other party makes any voluntary arrangement with its creditors or, being a Company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
4. The other party, being an individual or firm, has a bankruptcy order made against it or, being a Company, is unable to pay its debts as they fall due, ceases to trade or threatens to cease to trade, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the Company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement).
   
   

Rank media also reserves the right to terminate the contract in the event of a change of control of the client.

• Intellectual property: All information or materials supplied to Rank Media by the client in connection with the contract, together with all associated Intellectual Property Rights, will remain the property of the client. The Client therefore grants Rank Media a free licence to use all such information for the purposes of providing the services offered.
  We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, our content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customers’ interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
  
  
• Liability: Except as expressly provided in this Agreement, Rank Media shall not be liable, to the maximum extent permitted by applicable law, to the Client or any third party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the provision of the Services and/or these Terms for

1. any amount in excess of 125% of the total amount paid by the Client to Rank Media in charges for the Services during the Agreement;
2. any loss of revenue, loss of actual or anticipated profits (including for loss of profits on contracts), loss of anticipated savings or profits, loss of business, loss of opportunity, loss of reputation, loss of (or damage to) data, loss of goodwill, loss of (or damage to) software, wasted expenditure, or any loss of use of facilities; or
3. any special, indirect or consequential loss or damage howsoever arising.
   
   

Here, “anticipated savings” means any expense which either party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the Services and facilities provided by Rank Media under this Agreement.

Nothing in these Terms limits any liability which cannot be legally limited, including (but not limited to) death or personal injury caused by negligence, fraud or fraudulent misrepresentation and breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

• Force majeure: Rank Media shall not be liable for any failure or delay in the performance of this agreement for the period that such delay or failure is beyond the reasonable control of the party and could not reasonably have been foreseen
• Assignment: The Client may not assign this Agreement to any other person without the express prior written consent of the other party or its successor in interest, as applicable, except as expressly provided otherwise in this Agreement. A putative assignment made without such required consent will have no effect. Nor may the Client assign any right or interest arising out of this Agreement, in whole or in part, without such consent.
• Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  
  
• Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  
  
• Third Party Rights: A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
  Data Protection: You agree that your use of data will be in full compliance of all applicable laws and regulations, including without limitation the Data Protection Act 1998.
  
  
• Confidentiality: Each party agrees to treat the following information as confidential and not to divulge, use or exploit the same except as expressly permitted under this Agreement: (a) the existence and Terms of this Agreement and (b) all information received from the other party under or in connection with this Agreement. The foregoing restrictions shall not apply to the extent the information: (a) ceases to be confidential and enters into the public domain other than due to a breach of this Agreement by the receiving party; (b) is acquired by the receiving party from a third party free of any obligation of confidence, or (c) is required by law to be disclosed.