Terms & Conditions

01 — Definitions & Interpretation

In this Agreement, the following terms carry the meanings set out below unless the context expressly requires otherwise.

02 — Our Services

2.1 — Scope

RankMeFirst.ai will provide the Services described in the applicable Service Order, which may include AI-powered search engine optimisation, generative engine optimisation, answer engine optimisation, content creation and strategy, technical SEO auditing, keyword research, backlink strategy, and AI visibility reporting.

2.2 — Commencement & Timelines

Services commence upon receipt of a signed Service Order (or written confirmation) and payment of any required upfront Fees. We will use reasonable endeavours to meet agreed timelines, but delivery dates are estimates unless expressly designated as firm commitments in writing.

2.3 — Service Modifications

RankMeFirst.ai reserves the right to update, modify, or discontinue any feature of the Platform or the Services. Where a material change adversely affects the Client, reasonable advance notice will be provided. Changes to the agreed scope of Services must be confirmed in writing by both parties.

2.4 — Subcontracting

RankMeFirst.ai may engage qualified subcontractors to assist in delivering the Services. We remain fully responsible for the quality of work delivered by any subcontractor acting on your behalf.

2.5 — Third-Party Platform Dependency

Certain Services may require access to third-party platforms such as Google Search Console, Google Analytics, or social media management tools. The Client is responsible for granting the necessary access. RankMeFirst.ai bears no liability for delays or disruptions caused by third-party platform changes, outages, or access restrictions.

2.6 — Provision of Services to Other Clients

The Client acknowledges that RankMeFirst.ai serves multiple clients and may provide services to businesses operating in similar or competitive industries. Nothing in this Agreement prevents RankMeFirst.ai from working with other clients, provided confidentiality obligations under clause 8 are honoured.

03 — Client Obligations

Effective delivery of the Services depends on timely and accurate cooperation from the Client. Throughout the term of this Agreement, the Client agrees and warrants that:

• It has the legal capacity and authority to enter into this Agreement and is not subject to any restriction preventing it from doing so.
• It will provide all required Client Materials, platform access, approvals, and instructions promptly and will not unreasonably delay the provision of materials necessary for delivery of the Services.
• All Client Materials supplied are accurate, complete, and do not infringe the Intellectual Property Rights or any other rights of any third party.
• It is responsible for obtaining all licences, consents, and permissions required for RankMeFirst.ai to use Client Materials in connection with the Services.
• It will not, during the term or within twelve (12) months following conclusion of this Agreement, directly solicit, induce, or attempt to employ any employee or contractor of RankMeFirst.ai who was involved in delivering its Services.
• It will promptly notify RankMeFirst.ai of any material concerns or significant changes to its business that may affect the delivery or relevance of the Services.
• Where applicable, it holds a valid Australian Business Number (ABN) and is registered for GST if required.
• It will use the Platform, Services, and all outputs only for lawful purposes, in compliance with all applicable laws and regulations.

Where the Client fails to provide required materials, access, or approvals within a reasonable timeframe, RankMeFirst.ai may pause delivery of the Services without liability, and any agreed timelines will be extended accordingly.

04 — Fees & Payment

4.1 — Pricing

Fees are as specified in the applicable Service Order. All amounts are in Australian Dollars and are exclusive of GST unless expressly stated otherwise. GST will be added where applicable.

4.2 — Payment Terms

Unless otherwise stated in the Service Order, invoices are due and payable within fourteen (14) days of the invoice date. For ongoing or subscription-based engagements, Fees are payable in advance at the start of each billing period.

4.3 — Late Payment

If the Client fails to pay any invoice by the due date, RankMeFirst.ai reserves the right to: (a) suspend Services until all outstanding amounts are cleared; and (b) apply interest on overdue amounts at a rate of 10% per annum, calculated daily from the due date until full payment is received.

4.4 — Fee Reviews

RankMeFirst.ai may review and adjust its Fees with at least thirty (30) days' written notice. If the Client does not accept revised Fees, it may terminate the Agreement in accordance with clause 11.1.

4.5 — Third-Party Costs

Costs relating to paid search listings, directory submission fees, advertising spend, or premium third-party tools are not included in RankMeFirst.ai's Fees unless expressly agreed in writing. All such costs will be disclosed and approved by the Client before being incurred.

4.6 — Refunds

Fees paid for Services already rendered are non-refundable, except where required by the Australian Consumer Law or as otherwise agreed in writing. Any prepaid amounts relating to Services not yet commenced at the date of termination will be assessed on a pro-rata basis.

05 — Intellectual Property

5.1 — RankMeFirst.ai Ownership

All Intellectual Property Rights in the Platform, our proprietary AI tools, methodologies, processes, software, templates, frameworks, and pre-existing or independently developed materials remain the sole and exclusive property of RankMeFirst.ai. This Agreement does not transfer any ownership of such rights to the Client.

5.2 — Deliverables Licence

Subject to full payment of all applicable Fees, RankMeFirst.ai grants the Client a non-exclusive, non-transferable licence to use deliverables produced specifically for the Client under a Service Order (such as articles, reports, and optimised copy) for the Client's own business purposes. RankMeFirst.ai retains the underlying Intellectual Property Rights in all deliverables unless ownership is expressly transferred in a separate written agreement.

5.3 — Client Materials Licence

The Client retains all Intellectual Property Rights in Client Materials. The Client grants RankMeFirst.ai a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of delivering the Services during the term of this Agreement. This licence terminates upon conclusion of the Agreement.

5.4 — Client Warranty & Indemnity

The Client warrants that it owns or has all necessary rights to the Client Materials and that their use by RankMeFirst.ai as contemplated by this Agreement will not infringe the rights of any third party. The Client indemnifies RankMeFirst.ai against any claims, losses, or expenses arising from a breach of this warranty.

5.5 — Moral Rights

To the extent permitted by the Copyright Act 1968 (Cth) and applicable law, the Client consents to RankMeFirst.ai making any modifications or adaptations to Client Materials reasonably required for delivery of the Services, without attribution of authorship.

5.6 — Restrictions

The Client must not: (a) reverse-engineer or attempt to extract the source code of any component of the Platform; (b) resell, sublicence, or transfer access to the Platform to any third party; or (c) use any Platform output in a manner that infringes third-party rights or applicable law.

06 — AI SEO, GEO & AEO Disclaimer

6.1 — Algorithm Independence

Search Engines and AI answer platforms independently determine how content is indexed, ranked, and cited. RankMeFirst.ai has no control over any algorithm, ranking methodology, or platform policy, and these may change at any time without notice.

6.2 — Ranking Fluctuations

The Client acknowledges that search rankings and AI visibility can fluctuate due to factors entirely beyond RankMeFirst.ai's control, including algorithm updates, shifts in search intent, competitor activity, website technical issues, and changes to how Search Engines assess content quality.

6.3 — No Breach for Ranking Failure

A failure to achieve, maintain, or improve rankings or AI citation frequency for any Target Keyword in any time period does not constitute a breach of this Agreement, provided RankMeFirst.ai has delivered the agreed Services with reasonable skill and care.

6.4 — Ethical Practices Only

RankMeFirst.ai employs only ethical, white-hat strategies consistent with the published guidelines of major Search Engines and AI platforms. We reserve the right to decline any instruction that we reasonably believe would involve deceptive, manipulative, or prohibited practices.

6.5 — Search Engine Submission Authorisation

Where Services include submitting the Client's content or website to Search Engines, the Client hereby authorises RankMeFirst.ai to carry out such submissions. Any fees charged by Search Engines for expedited or paid listings are the Client's responsibility and will be disclosed and approved in advance.

6.6 — Methodology Confidentiality

RankMeFirst.ai will apply the specific AI, SEO, GEO, and AEO techniques it considers most appropriate to achieve the agreed objectives. Proprietary tool configurations, internal workflows, and methodology details are confidential and will not be disclosed to the Client.

07 — Platform Use & Restrictions

By accessing the RankMeFirst.ai Platform, the Client agrees not to:

• Use the Platform for any unlawful purpose or in a manner that violates any applicable law, regulation, or third-party right.
• Attempt to probe, scan, or test the vulnerability of the Platform or any associated systems without prior written authorisation.
• Deploy automated tools including bots, scrapers, or crawlers to access, extract, or aggregate data from the Platform without express written permission.
• Introduce malware, viruses, or any malicious code into the Platform or connected infrastructure.
• Impersonate RankMeFirst.ai, any of its staff, or any other person in connection with the Platform.
• Share account credentials or grant unauthorised third parties access to the Platform.
• Reproduce, resell, or commercially distribute any part of the Platform or its outputs without prior written consent.
• Take any action that imposes an unreasonable load on the Platform's infrastructure or degrades service for other users.

08 — Confidentiality

8.1 — Mutual Obligation

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent from the disclosing party.

8.2 — Permitted Disclosures

Confidential Information may be disclosed: (a) to employees, contractors, or professional advisors of the receiving party on a need-to-know basis, subject to equivalent confidentiality obligations; (b) as required by law, court order, or regulatory authority, with prompt written notice to the disclosing party where permissible; or (c) with the prior written consent of the disclosing party.

8.3 — Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the receiving party free of any obligation of confidence; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

8.4 — Client Content Responsibility

The Client is solely responsible for ensuring that all content, images, and copy it provides does not infringe third-party rights. RankMeFirst.ai accepts no liability for claims arising from Client-supplied content that is found to be plagiarised, trademarked, proprietary, or otherwise unlawful.

8.5 — Survival

Confidentiality obligations survive the termination or expiry of this Agreement for a period of two (2) years, or for as long as the relevant information remains commercially sensitive, whichever period is longer.

09 — Liability & Indemnity

9.1 — Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, special, incidental, or consequential loss or damage, including loss of revenue, profit, business opportunity, data, or reputation, whether arising in contract, tort, or otherwise, even where that party has been advised of the possibility of such loss.

9.2 — Liability Cap

RankMeFirst.ai's total aggregate liability to the Client under or in connection with this Agreement is limited to the total Fees paid by the Client to RankMeFirst.ai in the three (3) months immediately preceding the event giving rise to the claim. This cap is reduced proportionally where the Client's own acts or omissions, or a Force Majeure Event, contributed to the loss.

9.3 — Force Majeure

RankMeFirst.ai will not be in breach of this Agreement, nor liable for any delay or failure to perform, where such failure arises from a Force Majeure Event. RankMeFirst.ai will notify the Client as soon as reasonably practicable upon becoming aware of a Force Majeure Event affecting service delivery.

9.4 — Client Indemnity

The Client indemnifies and holds harmless RankMeFirst.ai and its directors, employees, and contractors from and against any claim, loss, damage, liability, cost, or expense (including reasonable legal costs) arising from: (a) a breach by the Client of any term of this Agreement; (b) the Client's use of the Platform or Services in a manner that is unlawful or outside the scope of this Agreement; or (c) any third-party claim in connection with Client Materials supplied to RankMeFirst.ai.

10 — Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any right or remedy available to the Client under the Australian Consumer Law that cannot lawfully be excluded.

10.1 — Limitation Where Permitted

Where the Services are not ordinarily acquired for personal, domestic, or household use, and to the extent permitted by section 64A of the Australian Consumer Law, RankMeFirst.ai limits its liability for breach of any non-excludable guarantee to, at RankMeFirst.ai's election: (a) supplying the Services again; or (b) paying the reasonable cost of having the Services supplied again.

10.2 — How to Make a Claim

To make a claim under the Australian Consumer Law, the Client must provide RankMeFirst.ai with written notice and reasonable supporting documentation. We will respond within a reasonable timeframe and, if the claim is valid, arrange an appropriate remedy. The Client may recover reasonable out-of-pocket expenses incurred in making a valid claim, supported by documentation.

11 — Termination

11.1 — Termination for Convenience

Either party may terminate this Agreement by providing not less than thirty (30) days' written notice to the other party. Unless otherwise agreed, Services will continue and Fees will remain payable throughout the notice period.

11.2 — Termination for Breach

Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach that is not capable of remedy, or fails to remedy a remediable material breach within fourteen (14) days of receiving written notice specifying the breach and requiring it to be remedied.

11.3 — Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party suffers an Insolvency Event.

11.4 — Consequences of Termination

Upon termination: (a) all outstanding Fees become immediately due and payable; (b) all licences granted under this Agreement terminate immediately; (c) each party must promptly return or destroy the other's Confidential Information as directed; and (d) clauses relating to intellectual property, confidentiality, liability, and dispute resolution survive termination.

11.5 — Accrued Rights

Termination does not extinguish any rights or remedies that have accrued to either party prior to the termination date.

12 — Dispute Resolution

12.1 — Good Faith Negotiation

If a dispute arises in connection with this Agreement, the parties will first attempt to resolve the matter through good-faith direct negotiation between senior representatives. Either party may initiate this process by delivering written notice to the other describing the nature of the dispute.

12.2 — Mediation

If the dispute is not resolved through negotiation within twenty (20) Business Days of the written notice, either party may refer the matter to mediation administered by the Australian Commercial Disputes Centre (ACDC) or another mutually agreed mediator. Mediation will be conducted in Queensland in accordance with the ACDC Guidelines for Commercial Mediation then in force. The costs of the mediator will be shared equally between the parties.

12.3 — Urgent Relief

Nothing in this clause limits either party's right to seek urgent injunctive or interlocutory relief from a court of competent jurisdiction at any time.

13 — General Provisions

13.1 — Amendments

RankMeFirst.ai may amend these Terms & Conditions from time to time. For changes likely to have a significant adverse impact on the Client, at least thirty (30) days' prior written notice will be provided. The current version will always be published at rankmefirst.ai/terms. Continued use of the Services following the effective date of an amendment constitutes acceptance of the revised terms.

13.2 — Assignment

The Client may not assign, transfer, or novate any rights or obligations under this Agreement without RankMeFirst.ai's prior written consent. RankMeFirst.ai may assign this Agreement in connection with a sale of its business or assets, with reasonable written notice to the Client.

13.3 — Severability

If any provision of this Agreement is held to be invalid or unenforceable, it will be severed, and the remaining provisions will continue in full force and effect.

13.4 — Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, employment relationship, joint venture, or agency between the parties. Neither party has authority to bind the other to any obligation.

13.5 — Entire Agreement

This Agreement, together with all applicable Service Orders, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior representations, discussions, and agreements between the parties relating to that subject matter.

13.6 — Waiver

A failure or delay by either party to exercise any right under this Agreement does not constitute a waiver. Any waiver must be in writing and is limited to the specific circumstance for which it is granted.

13.7 — Notices

All formal notices must be in writing and delivered by hand, post, or email. Email notices are deemed received at the time of sending if sent during Business Hours, or at 9:00am on the next Business Day if sent outside Business Hours. Notices by post within Australia are deemed received three (3) Business Days after posting.

13.8 — Governing Law & Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and any applicable appellate courts.

14 — Contact Us

Have a question about these Terms & Conditions or need to talk to a real person? Please reach out:

Email: info@rankmefirst.ai

We typically respond within one business day.