In this agreement the following terms shall have the respective meanings assigned to them:"Agreement" means these Terms and Conditions, the Payment Schedule and the Order Form.

Inthe event of any conflict between the terms of this Agreement, the details of the Order Form shall prevail, except for payment terms where the Payment Schedule shall prevail;

"the Customer" means the company its employees, agents, representatives and sub contractors, to whom the Service is provided as set out on the Order Form;

"Force Majeure" means any act, event, omission or accident beyond reasonable control including but not limited to Acts of God, fire, lightening, explosion, flood, extreme weather conditions, outbreak of hostilities(whether war be declared or not), riot, civil disorder or commotion, acts of terrorism, industrial disputes or acts or defaults of any local or central Government or other competent authority;

“Payment Schedule” means the agreed schedule of payments that the customer shall make to MakeMyRank for the Services forming part of these terms and conditions;

"the Service" means the services to be provided by MakeMyRank as specified in the Order Form and further described on our website, www.makemyrank.com;

Any reference to a party’s employees includes its agents and sub-contractors.

No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Us unless in writing and signed by a duly authorised representative of MakeMyRank.

If the Customer wishes to vary any part of the Agreement, the request shall be sent in writing to MakeMyRank. MakeMyRank shall respond to the Customer within 5 days as to whether it is prepared to agree to the change and, if so, details of the cost of the change, any effect on any other part of the Agreement including any change in timescales. The Customer may accept such proposal within such time as MakeMyRank may specify or, if none, within 7 days, failing which it shall be deemed rejected. Pending acceptance or rejection MakeMyRank may continue to perform the Agreement without reference to the request.

Any quotation is valid for a period of 7 days only, and MakeMyRank may withdraw it at any time by notice to the Customer. Any quotation is given on the basis that no contract shall come into existence until we dispatch an acknowledgement of order in accordance with clause 3.3.

Each order or acceptance of a quotation for Services by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.

No order for Services placed by the Customer shall be deemed to be accepted by us until a written acknowledgement (including email) is issued by us, or, if earlier, when MakeMyRank begins to provide the Services to the Customer.

No agreement may be cancelled by the Customer, except with the agreement in writing of Smart Traffic and provided that the Customer indemnifies MakeMyRank in full against all loss (including los of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by MakeMyRank as a result of the cancellation.

MakeMyRank's employees are not authorised to make any contractually binding representations concerning the Services. In entering into the Agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of MakeMyRank.

Contract Cancellation – Contracts may be cancelled with 60 days prior written notice being received. Upon cancellation 50% of the remaining contract balance will be payable by the Customer. Any services delivered as part of a contract bonus will be invoiced at the rate card amount if the contract term is not completed in full and payable by the Customer.

The Customer will provide MakeMyRank with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as MakeMyRank may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable MakeMyRank to comply with its obligations under this Agreement.

The Customer shall comply with directions and advice from MakeMyRank within a reasonable period.

The Customer shall not interfere or disrupt the Service.

In consideration of the payment by the Customer of the Fees in accordance with clause 11, Smart Traffic shall provide the Services during the continuance of this Agreement.

MakeMyRank shall be permitted to subcontract or outsource any of the Services or obligations under this Agreement.

MakeMyRank will use reasonable efforts to provide Customers with the Services in accordance with the estimated timeline set out in the Order Form.

Where the Service being provided requires, MakeMyRank will liaise with the relevant web agency, hosting company or other third party in order to provide the Services . MakeMyRank shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in MakeMyRank breaching its obligations under this Agreement.

MakeMyRank will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that MakeMyRank have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.

This clause shall only apply if the Top Ten Google Guarantee (TTGG) service is specified on the Order Form and there are no Fee payments outstanding.

MakeMyRank may refund or provide services in lieu for [the amount determined by the Directors of MakeMyRank OR amount specified on the Order Form OR 50% of the Fees in the 6 month period ] if:

The Guarantee will be deemed fulfilled by MakeMyRank when a minimum of one keyword agreed in the campaign reaches a minimum of position 10 in the non sponsored listings for www.google.coM (pages from the USA).

This Guarantee applies to Google US searches and no other search engines.

If stated on the Order Form MakeMyRank Shall provide the link building services as specified on the website www.makemyrank.com.

The number of links stated in the Order Form is the number of links that MakeMyRank will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Customer.

MakeMyRank offer no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.

Guarantee applies to live contract clients only – this means clients that are still in a contract with MakeMyRank and continue to work with MakeMyRank.

MakeMyRank shall be under no obligation to provide Services in respect of:

The Services do not include:

›	the cost of any third party software upgrades or web development which MakeMyRank advises are required;
›	any website, hosting or other technical support; or

The Customer shall pay the Fees without set-off, deduction or delay, monthly in advance in the manner specified in the Payment Schedule. All prices are exclusive of TAX/VAT and any other relevant taxes. No Services shall be provided until payment has been received by MakeMyRank. MakeMyRank shall be entitled at any time, and from time to time, to increase the Fees to accord with any change in MakeMyRank’s standard scale of charges by giving to the Customer not less than [90] days’ prior written notice.

If MakeMyRank provides any services not included within the Services at the request of the Customer then MakeMyRank shall charge for the same at its then current price and the Customer shall pay any invoice raised in respect of the same within 30 days.

Time for payment of MakeMyRank’s invoices shall be of the essence of the Agreement.

Cheques and direct debits returned unpaid by the Customer's bank and credit card payments returned unpaid will incur an administration charge which under all circumstances shall be paid by the Customer.

The Customer shall pay the 50% of the contract value in advance of any work being completed by MakeMyRank.

FULL SETTLEMENT without exception for all outstanding fees are to be paid within 7 working days of MakeMyRank issuing a report in which the agreed keyword (s) are on page one of www.google.co.US.

If payment is not received following 7 working days of the invoice being sent, MakeMyRank will charge interest on the amount outstanding from the due date to the date of receipt by MakeMyRank (whether or not after judgment), at the annual rate of 4% above the then current base lending rate of Banks, accruing daily and compounded quarterly;

MakeMyRank may, at its sole discretion, suspend the Services or terminate this Agreement if the Customer:

Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

If any dispute arises in connection with this agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly in good faith to resolve the dispute.

If the dispute is not resolved in accordance with condition 13.1, the dispute shall be referred to mediation and the mediator shall be appointed by the CEO Makemyrank.com.

If no mediation takes place within 28 days of a request under condition 13.2 then the matter shall be referred to an expert, to be appointed, in default of agreement, on the request of either party to the President of the British Computer Society. He or she shall act as an independent expert and not as an arbitrator and his or her decision (including as to costs) shall, except in the case of manifest error, be final and binding upon MakeMyRank and the Customer.

If any Personal Data (as defined by the Data Protection Act 1998) is passed to MakeMyRank under this Agreement then the parties agree that the Customer is the Data Controller and that Smart Traffic is the Data Processor.

The Customer warrants that it complies with the Data Protection Act 1998

MakeMyRank shall:

The following provisions set out the entire liability of MakeMyRank (including any liability for the acts or omissions of its employees) to the Customer in respect of any breach of the Agreement and any representation, statement or tortuous act or omission (including negligence) arising out of or in connection with the Agreement.

All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

Nothing in these conditions excludes or limits the liability of MakeMyRank for death or personal injury caused by MakeMyRank's negligence or fraud or fraudulent misrepresentation. Subject to:

Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.

All materials, drawings, specifications and data supplied by MakeMyRank to the Customer shall at all times be and remain the exclusive property of MakeMyRank, but shall be held by the Customer in safe custody at its own risk until returned to MakeMyRank, and shall not be disposed of or used other than in accordance with MakeMyRank's written instructions or authorization.

Neither party shall, during the continuance of the Agreement, or within 6 months of its termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the event of breach of this clause the party in default shall pay the other a sum equal to six months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.

MakeMyRank shall not be liable to the Customer for any breach of its obligations under this the Agreement if such breach is due to or substantially contributed to a Force Majeure event.

If a Force Majeure event occurs, MakeMyRank shall inform the Customer as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance

The Customer hereby agrees that MakeMyRank may refer to the Customer, by company or trading name, and to the existence of this Agreement in any marketing or promotional materials.

To allow MakeMyRank to refer to the names above the Customer grants MakeMyRank a royalty free licence to use the Customers company name, trade name and logo as required.

A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.

In the event of any part of this Agreement being held inapplicable or unreasonable, the remainder of the Agreement shall remain in full force and any clause held inapplicable or unreasonable shall be enforced to the fullest extent possible.

The Customer shall not, without the prior written consent of MakeMyRank, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

MakeMyRank may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or by email to [info@makemyrank.com] or, in each case, such other address as may be notified by one party to the other.

A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An e-mail shall be deemed to have been delivered within 24 hours form the time of being sent, provided that no “non deliverable” notices is received by the sender.

Partners or Agents do not represent, are not authorized to sign anything on behalf of or agree terms on behalf of, contract for or agree either verbally or in writing any for MakeMyRank. 28.2 If a Customer is refunded in part or in full fees paid for products and services from MakeMyRank then any commissions paid due to that contract will be clawed back from the partner or agent without discretion.

MakeMyRank may modify this Agreement where it is required to do so, by notifying the customer in writing and giving 30 days notice where possible. This would include where changes to the law, rules applied by other authorities which require MakeMyRank to modify its procedures, policies or services.